Execution Version


                    INTERCREDITOR AND SUBORDINATION AGREEMENT

      This Intercreditor and Subordination  Agreement (this "Agreement"),  dated
as of January [__], 2006, is among BNP Paribas, as Administrative Agent (in such
capacity,  with its successors and assigns, the "Senior  Administrative  Agent")
for the Senior Revolving Lenders, TCW Asset Management Company ("TAMCO"), as the
subordinated   administrative   agent  (in  such  capacity,   the  "Subordinated
Administrative  Agent" for the Term  Lenders) and Aurora  Antrim  North,  LLC, a
Michigan limited liability company (the "Borrower").

      WHEREAS,  the Borrower,  BNP Paribas, as Senior  Administrative  Agent and
other Senior  Revolving  Lenders are entering into the Senior  Revolving  Credit
Agreement as of the date hereof,  pursuant to which such financial  institutions
have  agreed,  subject to the terms and  conditions  thereof,  to make loans and
extend other financial accommodations to the Borrower; and

      WHEREAS,  it is a condition  precedent  to the  obligations  of the Senior
Revolving   Lenders  under  the  Senior  Revolving  Credit  Agreement  that  the
Subordinated  Administrative  Agent for itself and the Term Lenders  execute and
deliver this Agreement;

      NOW THEREFORE,  in consideration of the foregoing and the mutual covenants
herein  contained and other good and valuable  consideration,  the existence and
sufficiency of which are expressly  recognized by all of the parties hereto, and
to induce the Senior Lenders to execute the Senior Revolving  Credit  Documents,
the parties agree as follows:

                                    ARTICLE I
                                 Defined Terms.

      Section 1.01 Each capitalized term used in this Agreement, but not defined
herein, shall have the meaning ascribed such term in the Senior Revolving Credit
Agreement.

      Section 1.02 The following terms have the following  meanings when used in
this Agreement:

      "Blockage  Period"  means  a  Non-Payment  Blockage  Period  or a  Payment
Blockage Period.

      "Eligible  Swap  Agreement"  means any  present or future  Swap  Agreement
between the Borrower or any  Subsidiary and any Senior  Revolving  Lender or any
Affiliate of any Senior  Revolving  Lender.  For the avoidance of doubt,  a Swap
Agreement  ceases to be an  Eligible  Swap  Agreement  if the Person that is the
counterparty  to the  Borrower  under a Swap  Agreement  ceases  to be a  Senior
Revolving Lender under the Senior Revolving Credit Agreement (or, in the case of
an Affiliate  of a Senior  Revolving  Lender,  the Person  affiliated  therewith
ceases  to be a Senior  Revolving  Lender  under  the  Senior  Revolving  Credit
Agreement).

      "Enforcement  Action" means, with respect to any Subordinated  Obligations
or Senior Indebtedness:  any enforcement of any right or remedy against property
of the Borrower or any Guarantor  including any  enforcement  or  foreclosure of
Liens  granted by the  Borrower or any  Subsidiary  to secure any or all of such
Subordinated Obligations or Senior Indebtedness,  any enforcement or foreclosure
of Liens on any capital  stock or other equity  interests in the Borrower or any
Subsidiary  which may be  granted by the  Borrower  or its  Subsidiaries  or any
holder of  equity in the  Borrower  to  secure  any or all of such  Subordinated
Obligations  or Senior  Indebtedness,  or any other efforts to collect  proceeds
from the Borrower's or any of its Subsidiary's  assets or properties  (including
proceeds  of  production)  to satisfy  the  Subordinated  Obligations  or Senior
Indebtedness,  including,  without limitation, the commencement,  or the joining
with any other creditor of the Borrower or any Subsidiary in the commencement of
any Insolvency Proceeding against the Borrower or any Subsidiary; provided, that
none of the following shall constitute an Enforcement  Action:  (a) acceleration
of any of the  Subordinated  Obligations,  (b) acceleration of any of the Senior
Indebtedness,  (c) actions by any Term Lender to obtain possession of or receive
Reorganization  Securities,  (d)  actions  by  any  Term  Lender  to  obtain  an
assignment or enforce its rights in respect of the TCW Royalty or (e) taking any
action described above during the existence of any Insolvency Proceeding subject
to the jurisdiction of a court of competent authority.

                                       1
<PAGE>

      "Excess  Availability"  means at any time the excess of: (a) the aggregate
Commitments  over (b) the sum of (i) the aggregate  Revolving  Credit  Exposure,
(ii) Debt under Section 9.02(c) of the Senior  Revolving  Credit Agreement or in
violation of Section 9.02(c) of the Senior Revolving Credit Agreement, (iii) any
income or franchise  taxes of the Borrower that are unpaid and past due and (iv)
any excess of current liabilities (without duplication of the current portion of
the amounts described in (i) through (iii) above) over current assets.

      "Insolvency  Proceeding" shall mean (a) any voluntary or involuntary case,
action, or proceeding before any Governmental Authority having jurisdiction over
the  applicable  Person or its assets  relating to  bankruptcy,  reorganization,
insolvency,  liquidation,  receivership,  dissolution,  winding-up, or relief of
debtors,   or  (b)  any  general   assignment  for  the  benefit  of  creditors,
composition, marshaling of assets for creditors, or other similar arrangement in
respect of its creditors  generally or any substantial portion of its creditors;
in each case whether undertaken under U.S. Federal, state, or foreign law.

      "Non-Payment  Blockage  Period"  means,  with  respect to any  Non-Payment
Default,  the period from and  including the date of receipt by the Term Lenders
or  the  Subordinated   Administrative   Agent  or  other  representative  of  a
Non-Payment  Default Notice relating thereto until the first to occur of (a) the
date upon  which the  Senior  Indebtedness  have been paid in full in cash,  all
commitments of any holder of Senior  Indebtedness to make loans or extensions of
credit have terminated, and all letters of credit issued by any holder of Senior
Indebtedness have expired,  terminated or been fully collateralized in cash, (b)
the 179th day after receipt of such Non-Payment  Default Notice, (c) the date on
which the Non-Payment  Default which is the subject of such Non-Payment  Default
Notice has been  waived in writing  by the  applicable  holder or holders of the
Senior  Indebtedness or an agent or  representative  on their behalf,  cured, or
ceased  to  exist,  or (d)  the  date  upon  which  the  Person(s)  giving  such
Non-Payment   Default  Notice  notify  the  Term  Lenders  or  the  Subordinated
Administrative  Agent or other  representative  in writing of the termination of
such Non-Payment Blockage Period.

      "Non-Payment   Default"   means  the  occurrence  of  any  Borrowing  Base
Deficiency (as defined in the Senior Revolving Credit  Agreement) or other event
under  any  Senior  Revolving  Document  evidencing  Senior  Indebtedness,   not
constituting  a Payment  Default,  which  gives  the  holder(s)  of such  Senior
Indebtedness,  or an agent or representative acting on behalf of such holder(s),
the right to cause the maturity of such Senior  Indebtedness  to be  accelerated
immediately without any further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace period.

                                       2
<PAGE>

      "Non-Payment  Default  Notice" means a written notice from or on behalf of
the Senior  Indebtedness  Representative that a Non-Payment Default has occurred
and is continuing  which  identifies such  Non-Payment  Default and specifically
designates such notice as a "Non-Payment Default Notice".

      "Payment  Blockage  Period" means,  with respect to any Payment Default or
Senior  Indebtedness  Acceleration,  the period from and  including  the date of
receipt  by the  Term  Lenders  or the  Subordinated  Administrative  Agent of a
Payment Default Notice relating thereto until the first to occur of (a) the date
upon  which  the  Senior  Indebtedness  have  been  paid in full  in  cash,  all
commitments of any holder of Senior  Indebtedness to make loans or extensions of
credit have terminated, and all letters of credit issued by any holder of Senior
Indebtedness have expired,  terminated or been fully collateralized in cash, (b)
if such Payment Default Notice relates to a Payment  Default,  the date on which
the Payment Default which is the subject of such Payment Default Notice has been
waived in writing by the applicable holder or holders of the Senior Indebtedness
or an agent or representative  on their behalf,  cured or ceased to exist, or if
such Payment Default Notice relates to a Senior Indebtedness  Acceleration,  the
date on which such  acceleration  is rescinded,  annulled or ceased to exist, or
(c) the day upon which the Person(s)  giving such Payment  Default Notice notify
the  Term   Lenders   or  the   Subordinated   Administrative   Agent  or  other
representative in writing of the termination of such Payment Blockage Period.

      "Payment  Default" means a default by the Borrower or any Guarantor in the
payment of any amount  owing with  respect to the Senior  Indebtedness,  whether
with respect to principal,  interest,  premium,  letter of credit  reimbursement
obligations, commitment fees or letter of credit fees or otherwise when the same
becomes due and  payable,  whether at maturity or at a date fixed for payment of
an installment or prepayment or by declaration or acceleration or otherwise.

      "Payment  Default  Notice" means a written notice from or on behalf of the
Senior  Indebtedness  Representative  that  either  (i) a Payment  Default  with
respect to such Senior  Indebtedness  has occurred and is continuing,  or (ii) a
Senior Indebtedness Acceleration.

      "Public  Offering"  shall mean a public  offering  of common  units of the
Borrower  or  common  units or shares of any  direct or  indirect  parent of the
Borrower.

      "Reorganization  Securities"  means (a) debt  securities  that are  issued
pursuant to an Insolvency  Proceeding  the payment of which is  subordinate  and
junior at least to the extent  provided in this  Agreement to the payment of the
Senior  Indebtedness  outstanding at the time of the issuance thereof (including
any refinancing of Senior Indebtedness pursuant to an Insolvency Proceeding) and
to the  payment  of all debt  securities  issued  in  exchange  for such  Senior
Indebtedness  in such  Insolvency  Proceeding  (whether  such  subordination  is
effected  by the terms of such  securities,  an order or  decree  issued in such
Insolvency  Proceeding,  by agreement of the Term Lenders or otherwise),  or (b)
equity  securities  that  are  issued  pursuant  to  an  Insolvency  Proceeding;
provided,  in either case,  that such  securities  are authorized by an order or
decree made by a court of competent jurisdiction in such Insolvency Proceeding.

                                       3
<PAGE>

      "Senior  Indebtedness"  means and includes (a) all principal  indebtedness
for  loans now  outstanding  or  hereafter  incurred,  and all  letter of credit
reimbursement  obligations now existing or hereafter  arising,  under the Senior
Revolving Credit Agreement,  provided that the aggregate  outstanding  principal
amount of Senior Indebtedness under this clause (a) shall not exceed $50,000,000
at any time, and provided  further,  that if the aggregate  principal  amount of
Senior Indebtedness  (constituting  principal and letter of credit reimbursement
obligations) shall exceed $50,000,000,  then the subordination of the Term Notes
as contemplated by this Agreement to the Senior  Indebtedness of $$50,000,000 or
less shall not be impaired, (b) all amounts now or hereafter owing to any of the
Senior  Revolving  Lenders or any of their  Affiliates  under any Eligible  Swap
Agreement, (c) all interest accruing on the Senior Indebtedness described in the
preceding clauses (a) and (b), and (d) all other monetary  obligations  (whether
now  outstanding or hereafter  incurred) for which the Borrower or any Guarantor
is responsible or liable as obligor, guarantor or otherwise under or pursuant to
any of the Senior Revolving Credit Documents including,  without limitation, all
fees, penalties,  yield protections,  breakage costs,  damages,  indemnification
obligations,   reimbursement  obligations,  and  expenses  (including,   without
limitation,   fees  and   expenses   of  counsel  to  the  Senior   Indebtedness
Representative  and the Senior Revolving  Lenders) together with interest on the
foregoing to the extent provided for in the Senior Revolving  Credit  Documents.
The  interest  described  in the  preceding  clause  (c)  and the  premiums  and
penalties described in the preceding clause (d) include, without limitation, all
interest accruing after the commencement of any Insolvency  Proceeding under the
terms of the Senior  Revolving  Credit  Documents  whether or not such  interest
constitutes an allowed claim in any such Insolvency Proceeding.

      "Senior  Indebtedness  Acceleration"  means  with  respect  to the  Senior
Indebtedness that the holder or holders of such Senior Indebtedness, or an agent
or representative on behalf of such holder or holders,  have caused the maturity
of such Senior Indebtedness to be accelerated.

      "Senior  Indebtedness  Default"  means a Payment  Default or a Non-Payment
Default.

      "Senior Indebtedness  Representative" means (a) initially, BNP Paribas, as
administrative agent for the Senior Revolving Lenders under the Senior Revolving
Credit  Agreement or (b) such other Person selected by the Majority  Lenders (as
such term is defined in the Senior  Revolving  Credit  Agreement) to replace BNP
Paribas or the then Senior Indebtedness Representative.

      "Senior  Revolving  Credit  Agreement" means that certain Credit Agreement
dated as of January  [__],  2006,  among the  Borrower,  BNP Paribas,  as Senior
Administrative Agent and the financial  institutions listed therein from time to
time as  Senior  Revolving  Lenders,  as from  time to time  renewed,  extended,
amended,  supplemented, or restated in accordance with the terms hereof, and any
agreements representing the refinancing,  replacement,  or substitution in whole
or in part of the revolving  credit loans and letter of credit  liabilities made
or incurred  under such Senior  Revolving  Credit  Agreement,  provided that the
terms  of such  refinancing,  replacement  or  substitution  and  the  financing
documentation entered into in connection therewith are consistent with the terms
of the Senior  Revolving  Credit  Agreement  and other Senior  Revolving  Credit
Documents in effect prior to such  refinancing,  replacement or  substitution or
could  have been  included  in such  Senior  Revolving  Credit  Documents  by an
amendment or other  modification  that would not be  prohibited  by the terms of
this Agreement.

                                       4
<PAGE>

      "Senior Revolving Credit Documents"  means,  collectively,  (a) the Senior
Revolving Credit Agreement and the Eligible Swap Agreements,  (b) any note, bond
or other instrument evidencing Senior Indebtedness,  (c) all mortgages, security
agreements,  pledge agreements or financing statements  evidencing,  creating or
perfecting  any Lien to  secure  the  Senior  Indebtedness  in any way,  (d) all
guarantees of the Senior Indebtedness,  (d) all other documents,  instruments or
agreements  relating to the Senior  Indebtedness  now or  hereafter  executed or
delivered by and among the Borrower,  any  Subsidiary,  the Senior  Indebtedness
Representative or any Senior Revolving Lender, including without limitation each
of the other "Loan  Documents"  as such term is defined in the Senior  Revolving
Credit Agreement, and (e) all renewals, extensions, amendments, modifications or
restatements of the foregoing, to the extent not prohibited by the terms of this
Agreement.

      "Senior  Revolving  Lenders"  means all  Persons  which  now or  hereafter
constitute a "Lender"  under the Senior  Revolving  Credit  Agreement  and their
respective  successors  and  assigns,  and all  Persons  refinancing  any Senior
Indebtedness and their respective successors and assigns.

      "Standstill  Period" means the period beginning with the commencement of a
Blockage  Period  and  ending on the  earliest  of (a) the date when the  Senior
Indebtedness  Default  giving  rise to such  Blockage  Period  has been cured or
waived in writing,  (b) the date of the  repayment in full in cash of the Senior
Indebtedness,  (c)  the  date  that  is 90  days  after  the  commencement  of a
Non-Payment  Blockage  Period or 179 days  after the  commencement  of a Payment
Blockage Period, (d) the end of the Non-Payment  Blockage Period applicable to a
Non-Payment  Default,  (e) the date on which the Senior  Indebtedness shall have
been  declared  due and  payable  prior to its stated  maturity or any holder of
Senior Indebtedness  commences proceedings to collect any Senior Indebtedness or
realize upon any material part of the collateral for any Senior Indebtedness and
(f) the date upon which any Insolvency Proceeding is commenced.

      "Subordinated  Obligations"  means any and all  indebtedness  (whether for
principal,  interest, fees, indemnifications or otherwise, but not expenses) now
or hereafter owing by the Borrower or any Subsidiary under or in connection with
the Term Note Purchase  Agreement,  the Term Notes,  any  mortgage,  guaranty or
other  security  instrument  given  in  connection  therewith,  and  any  letter
agreement  or  other  agreement  providing  for  payment  of fees in  connection
therewith.  For the  avoidance  of  doubt,  any and all  indebtedness  or  other
obligations  owing by Borrower or any  Affiliate of the  Borrower  under or with
respect  to  the  TCW  Royalty  shall  not  be  included  in or a  part  of  the
Subordinated Obligations.

      "Subordinated  Administrative  Agent"  means  TAMCO,  in its  capacity  as
administrative  agent  for  the  Term  Lenders  under  the  Term  Note  Purchase
Agreement, together with any successors in such capacity.

                                       5
<PAGE>

      "TCW Royalty" means the Overriding Royalty Interest as defined in the Term
Note Purchase Agreement  previously  conveyed and to be conveyed pursuant to the
ORRI Documents as defined in the Term Note Purchase Agreement.

      "Term  Lenders"  means all Persons  which now or  hereafter  constitute  a
"Purchaser" or a "Holder" under the  Subordinated  Term Note Purchase  Agreement
and their  respective  successors and assigns,  and all Persons  refinancing any
Subordinated Obligations and their respective successors and assigns.

      "Term Loan  Documents"  means,  collectively,  (a) the Term Note  Purchase
Agreement,  (b) the Term  Notes and any  other  note,  bond or other  instrument
evidencing  Subordinated  Obligations,  (c) all mortgages,  security agreements,
pledge agreements or financing statements evidencing, creating or perfecting any
Lien to secure the Term Note  Purchase  Agreement and the Term Notes in any way,
(d) all guarantees thereof,  (e) all other documents,  instruments or agreements
relating to the Term Note  Purchase  Agreement or the Term Note now or hereafter
executed  or  delivered  by  and  among  the  Borrower,   any  Subsidiary,   the
Subordinated   Administrative  Agent  or  any  Term  Lender,  including  without
limitation each of the other the "Loan Documents" as such term is defined in the
Term Note  Purchase  Agreement,  and (f) all renewals,  extensions,  amendments,
modifications or restatements of the foregoing;  provided that the terms of such
refinancing, replacement or substitution and the financing documentation entered
into in  connection  therewith  are  consistent  with the terms of the Term Note
Purchase  Agreement  and other  Term  Loan  Documents  in  effect  prior to such
refinancing,  replacement  or  substitution  or could have been included in such
Term Loan  Documents  by an amendment  or other  modification  that would not be
prohibited by the terms of this Agreement.

      "Term Note  Purchase  Agreement"  means that  certain  First  Amended  and
Restated  Note  Purchase  Agreement  dated as of  December  8,  2005  among  the
Borrower,  Aurora Energy,  Ltd., TAMCO, as administrative agent and in the other
capacities described therein, and the other purchasers party thereto, as amended
by that certain  First  Amendment to First  Amended and Restated  Note  Purchase
Agreement  dated  as of the  date of  this  Agreement  and as from  time to time
renewed,  extended,  amended,  supplemented,  or restated in accordance with the
terms hereof, and any agreements representing the refinancing,  replacement,  or
substitution  in whole or in part of the loans made or incurred  under such Term
Note Purchase Agreement.

      "Term Note Purchase Agreement Event of Default" means the occurrence of an
Event of Default as defined in the Term Note Purchase Agreement.

      "Term  Notes"  means  each  promissory  note  issued  under  the Term Note
Purchase Agreement  evidencing the term loans made pursuant to the term thereof,
as from time to time renewed, extended, amended,  supplemented, or restated, and
any agreements  representing  the refinancing,  replacement,  or substitution in
whole or in part thereof.

                                       6
<PAGE>


                                   ARTICLE II
                                  Subordination

      Section  2.01   Subordination  of  Obligations.   The  Borrower  and  each
Subsidiary  covenant and agree, and each Term Lender covenants and agrees,  that
the payment of the  Subordinated  Obligations  shall, to the extent set forth in
this Agreement, be subordinate and junior and subject in right of payment to the
prior payment in full in cash of all Senior Indebtedness, whether outstanding on
the  date  hereof  or  hereafter  created,   incurred,  assumed  or  guaranteed.
Notwithstanding  the  foregoing,  the Borrower may,  subject to Section 2.02 and
Section 2.03,  make  scheduled  payments of principal and interest in respect of
the  Subordinated  Obligations  as  well  as  all  scheduled  fees  due  to  and
reimbursable expenses incurred by Subordinated  Administrative Agent or the Term
Lenders  (collectively,  the  "Scheduled  Term  Payments"),  provided  that with
respect to any such payments of principal,  (a) prior to and after giving effect
to such principal payment, no Borrowing Base Deficiency exists, (b) after giving
effect  to such  principal  payment  there is at  least  $10,000,000  in  Excess
Availability  and (c) such  principal  payments in any period of 12  consecutive
calendar months the aggregate do not exceed $7,500,000,  provided, however, that
any such principal payment may, in any period of 12 consecutive calendar months,
exceed  $7,500,000 to the extent that any such  principal  payment is made using
net cash  proceeds  received  from the sale of equity in a Public  Offering  and
after giving effect to such principal  payment there is at least  $10,000,000 in
Excess Availability.  For the avoidance of doubt and notwithstanding anything to
the  contrary set forth above,  the  Borrower  may,  subject to Section 2.02 and
Section 2.03,  on the Maturity  Date (or within ten business day prior  thereto)
set forth in the Term Note  Purchase  Agreement,  pay and the Term  Lenders  may
receive and retain,  all Subordinated  Obligations that remain outstanding as of
such payment  date,  so long as on the date of such  payment no Payment  Default
Notice or  Non-Payment  Default  Notice has been  received  by the  Subordinated
Administrative Agent.

      Section 2.02 Payment Default or Acceleration.  Except under  circumstances
when the  terms of  Section  2.05 of this  Agreement  are  applicable,  if (a) a
Payment Default or Senior  Indebtedness  Acceleration shall have occurred and be
continuing and (b) the Term Lenders or the Subordinated  Administrative Agent or
other  representative shall have received a Payment Default Notice, then neither
the  Borrower nor any  Subsidiary  may make,  and no Term Lender  shall  accept,
receive or collect,  any direct or indirect  payment or distribution of any kind
or character (in cash, securities, other Property, by setoff, or otherwise other
than  Reorganization  Securities) of any properties or assets of the Borrower or
any  Subsidiary on account of the  Subordinated  Obligations  during the Payment
Blockage  Period;  provided,  however,  that in the case of any  Scheduled  Term
Payment  on or in  respect  of any  Subordinated  Obligation  that would (in the
absence of any such  Payment  Default  Notice)  have been due and payable on any
date (a "Scheduled  Payment Date") during such Payment  Blockage Period pursuant
to the terms of the Term  Notes as in effect  on the date  hereof or as  amended
consistent with the provisions of Section 5.03 of this Agreement, the provisions
of this  Section  2.02  shall not  prevent  the making  and  acceptance  of such
Scheduled Term Payment,  together with any additional default interest as is due
on the Term Notes, on or after the date immediately following the termination of
such Payment Blockage Period. In the event that,  notwithstanding the foregoing,
either the Borrower or any Subsidiary  shall make any payment or distribution to
any Term Lender  prohibited  by the  foregoing  provisions of this Section 2.02,
then and in such event such payment or  distribution  shall be held in trust for
the benefit of and  immediately  shall be paid over to the holders of the Senior
Indebtedness or the Senior  Indebtedness  Representative for application against
the Senior Indebtedness  remaining unpaid until such Senior Indebtedness is paid
in full in cash. Any Payment Default Notice shall be deemed received by the Term
Lenders upon the date of actual receipt by the Term Lenders or the  Subordinated
Administrative Agent of such Payment Default Notice in writing.

                                       7
<PAGE>

      Section 2.03  Non-Payment  Default.  Except under  circumstances  when the
terms of Section 2.02 or Section 2.05 of this Agreement are applicable, if (a) a
Non-Payment Default shall have occurred and be continuing,  (b) the Term Lenders
or the  Subordinated  Administrative  Agent or other  representative  shall have
received a Non-Payment  Default  Notice,  and (c) no Non-Payment  Default Notice
shall have been given within the 360-day period immediately preceding the giving
of such Non-Payment Default Notice, then neither the Borrower nor any Subsidiary
may make,  and no Term Lender shall  accept,  receive or collect,  any direct or
indirect payment or distribution of any kind or character (in cash,  securities,
other Property, by setoff, or otherwise other than Reorganization Securities) of
any  properties  or assets of the Borrower or any  Subsidiary on account of that
portion of the Subordinated  Obligations  that  constitutes  principal under the
Subordinated  Term Documents  during the  Non-Payment  Blockage  Period (for the
avoidance of doubt,  except as set forth in the next sentence,  the Borrower may
pay, and the Term Lenders may receive and retain,  scheduled  interest payments,
fees and reimbursable expenses notwithstanding the commencement of a Non-Payment
Blockage  Period).  Notwithstanding  the  preceding  sentence,  if a Non-Payment
Default  arises as a result of a Borrowing Base  Deficiency,  then during the 90
days  immediately  following the  occurrence  of such  Non-Payment  Default,  no
Scheduled  Term  Payments of any kind may be made by the Borrower or received by
the Term Lenders.  If any Scheduled Term Payment or portion  thereof that is not
timely made on any  Scheduled  Payment  Date during  such  Non-Payment  Blockage
Period  pursuant  to the terms of the Term Notes as in effect on the date hereof
or as amended,  then the  provisions  of this Section 2.03 shall not prevent the
making  and  acceptance  of such  Scheduled  Term  Payment,  together  with  any
additional  default  interest as is due on the Term Notes,  on or after the date
immediately  following the termination of such Non-Payment  Blockage Period.  In
the event that,  notwithstanding  the foregoing,  the Borrower or any Subsidiary
shall make any  payment or  distribution  to any Term Lender  prohibited  by the
foregoing  provisions of this Section 2.03,  then and in such event such payment
or distribution  shall be held in trust for the benefit of and immediately shall
be  paid  over  to  the  holders  of  the  Senior  Indebtedness  or  the  Senior
Indebtedness  Representative  for  application  against the Senior  Indebtedness
remaining  unpaid until such Senior  Indebtedness  is paid in full in cash.  Any
Non-Payment Default Notice shall be deemed received by the Term Lenders upon the
date of actual  receipt by the Term Lenders or the  Subordinated  Administrative
Agent or other representative of such Non-Payment Default Notice in writing.

      Section  2.04  Standstill.  At any  time  that the  Term  Lenders  are not
permitted to receive payments on the Subordinated Obligations pursuant to either
Section  2.02 or  Section  2.03 of this  Agreement,  the  Term  Lenders  and the
Subordinated  Administrative  Agent or other  representative of the Term Lenders
will not  commence  any  Enforcement  Action  relative  to the  Borrower  or any
Subsidiary during the Standstill Period.  Upon the termination of the Standstill
Period,  the Term Lenders may  exercise all rights or remedies  they may have in
law or  equity;  provided,  however,  that  if a  Standstill  Period  terminates
pursuant to clause (e)  thereof,  no Term Lender and no agent or  representative
thereof  shall  exercise any  remedies  against,  or attempt to foreclose  upon,
garnish, sequester or execute upon, any Property constituting collateral for the
Senior Indebtedness (other than to file or record any judgment Liens it may have
obtained against such collateral)  during the period that such Standstill Period
would  have been in effect  but for  termination  pursuant  to clause (e) of the
definition of "Standstill  Period;" provided further,  that the Payment Blockage
Period  or the  Non-Payment  Blockage  Period,  as the case may be,  if not also
terminated,  shall continue for its full period  notwithstanding the termination
of the Standstill Period.  Notwithstanding  the foregoing,  no Standstill Period
may be commenced  while any other  Standstill  Period  exists or within 180 days
following the  termination of any prior  Standstill  Period  (provided that this
sentence  shall not relieve any Term Lender of its  obligation to provide notice
under Section 2.09 of this Agreement).

                                       8
<PAGE>

      Section 2.05 Insolvency;  Bankruptcy; Etc. In the event of the institution
of any Insolvency Proceeding relative to the Borrower or any Subsidiary, then:

            (a) The  holders of the Senior  Indebtedness  shall be  entitled  to
receive  payment  in full in cash of the  Senior  Indebtedness  before  the Term
Lenders are entitled to receive any direct or indirect  payment or  distribution
of any kind or character,  whether in cash,  Property or securities  (other than
Reorganization Securities) on account of the Subordinated Obligations.

            (b) Any direct or indirect  payment or  distribution  of any kind or
character,  whether in cash,  Property or  securities,  by setoff or  otherwise,
which may be  payable  or  deliverable  in such  proceedings  in  respect of the
Subordinated  Obligations but for the provisions of this Agreement shall be paid
or delivered  by the Person  making such  payment or  distribution,  whether the
Borrower, a Subsidiary of the Borrower,  a trustee in bankruptcy,  a receiver, a
liquidating  trustee,  or  otherwise,  directly  to the  holders  of the  Senior
Indebtedness or the Senior Indebtedness Representative,  to the extent necessary
to make  payment in full in cash of all Senior  Indebtedness  remaining  unpaid;
provided, however, that no such delivery or other turnover of any Reorganization
Securities issued to the Subordinated  Administrative  Agent or the Term Lenders
shall be made to any  holders of the  Senior  Indebtedness.  In the event  that,
notwithstanding  the foregoing  provisions of this Section 2.05, any Term Lender
shall have received any such payment or  distribution  of any kind or character,
whether in cash,  Property or  securities,  by setoff or  otherwise,  before all
Senior  Indebtedness is paid in full in cash, which is to be paid to the holders
of the Senior Indebtedness under the foregoing  provisions of this Section 2.05,
then and in such event such payment or  distribution  shall be held in trust for
the benefit of and  immediately  shall be paid over to the holders of the Senior
Indebtedness or the Senior  Indebtedness  Representative  for application to the
payment  of all  Senior  Indebtedness  remaining  unpaid  until all such  Senior
Indebtedness shall have been paid in full in cash.

            (c) If no proof of claim is filed in any Insolvency  Proceeding with
respect to any  Subordinated  Obligations by the tenth day prior to the bar date
for any such proof of claim, the Senior  Indebtedness  Representative may, after
notice to the Term  Lenders or the  Subordinated  Administrative  Agent or other
representative,  file such a proof of claim on behalf of the Term  Lenders,  and
each  Term  Lender   hereby   irrevocably   appoints  the  Senior   Indebtedness
Representative  as its  agent and  attorney-in-fact  for such  limited  purpose;
provided,  that the  foregoing  shall  not  confer to the  holder of any  Senior
Indebtedness  the right to vote on behalf of the Term Lenders in any  Insolvency
Proceedings.

      Section 2.06 No  Impairment.  No right of any present or future  holder of
Senior  Indebtedness  to enforce  subordination  as herein provided shall at any
time in any way be  prejudiced  or  impaired by any act or failure to act on the
part of the Borrower or any Subsidiary or by any  non-compliance by the Borrower
or any Subsidiary with the terms,  provisions,  and covenants of this Agreement,
the Term Note Purchase Agreement or the Term Notes,  regardless of any knowledge
thereof  any  such  Term  Lender  may have or be  otherwise  charged  with.  The
provisions of this  Agreement  shall be  enforceable  directly by any present or
future  holder  of  the  Senior  Indebtedness  and/or  the  Senior  Indebtedness
Representative.

                                       9
<PAGE>

      Section 2.07 Rights of  Creditors;  Subrogation.  The  provisions  of this
Agreement are for the purpose of defining the relative  rights of the holders of
the Senior Indebtedness on the one hand, and the Term Lenders on the other hand,
and nothing herein shall impair,  as between the Borrower and the Guarantors and
the Term Lenders,  the obligation of the Borrower and the Guarantors,  which are
unconditional and absolute, to pay to the Term Lenders the principal thereof and
interest thereon in accordance with their terms and the provisions thereof,  nor
shall  anything  herein,  except as  otherwise  provided in Section 2.04 of this
Agreement,  prevent the Term Lenders  from  exercising  all  remedies  otherwise
permitted  by  applicable  law or  hereunder  upon  default  under the Term Note
Purchase  Agreement  or under  the Term  Notes  (including  the  right to demand
payment and sue for performance  thereof and of the Term Notes and to accelerate
the maturity thereof as provided by the terms of the Term Notes), subject to the
rights of holders of the Senior Indebtedness under this Agreement.  Upon payment
in full of the Senior Indebtedness in cash and termination of the commitments of
any holder of the Senior Indebtedness to make loans or extensions of credit, and
expiration or  termination  of all letters of credit issued by any holder of the
Senior  Indebtedness,  the Term Lenders shall,  to the extent of any payments or
distributions  paid or  delivered to the holders of the Senior  Indebtedness  or
otherwise applied to the Senior Indebtedness  pursuant to the provisions of this
Agreement, be subrogated to the rights of the holders of the Senior Indebtedness
to receive  payments or distributions of assets of the Borrower or any Guarantor
made on Senior  Indebtedness (and any security  therefor) until the Subordinated
Obligations  shall be paid in full (and,  for this purpose,  no such payments or
distributions  paid or  delivered to the holders of the Senior  Indebtedness  or
otherwise applied to the Senior  Indebtedness shall be deemed to have discharged
the Subordinated  Obligations),  and, for the purposes of such  subrogation,  no
payments to the holders of the Senior  Indebtedness of any cash, assets,  stock,
or  obligations  to which the Term  Lenders  would be  entitled  except  for the
provisions of this Agreement  shall, as between the Borrower and the Guarantors,
any of  their  respective  creditors  (other  than  the  holders  of the  Senior
Indebtedness),  and the Term Lenders,  be deemed to be a payment by the Borrower
or any Guarantor to or on account of Senior Indebtedness.  The fact that failure
to make any  payment  on account of the  Subordinated  Obligations  is caused by
reason  of the  operation  of any  provision  of  this  Agreement  shall  not be
construed as preventing the occurrence of a Term Note Purchase  Agreement  Event
of Default.

      Section 2.08 Payments on Senior  Indebtedness.  In the event that any Term
Lender  determines  in good faith that  evidence is required with respect to the
right of any holder of the Senior  Indebtedness to participate in any payment or
distribution  pursuant to this  Agreement  or the amount of such  participation,
such Term Lender may request such Person to furnish  evidence to the  reasonable
satisfaction of such Term Lender as to the amount of Senior Indebtedness held by
such Person,  the extent to which such Person is entitled to participate in such
payment or  distribution  and any other  facts  pertinent  to the rights of such
Person under this  Agreement,  and if such evidence is not furnished,  such Term
Lender may defer any payment to such Person pending judicial determination as to
the right of such  Person to  receive  such  payment;  provided  that,  upon the
written  request of such Person to such Term Lender,  such payment shall be made
to the court having jurisdiction over such judicial  determination or to another
Person mutually  satisfactory to such Person and such Term Lender,  as escrowee,
to be held and invested  pending such judicial  determination in accordance with
such instructions as shall be mutually satisfactory to such Person and such Term
Lender and upon such judicial determination becoming final and non-appealable to
be distributed in accordance therewith to the Person entitled thereto.

                                       10
<PAGE>

      Section 2.09 Notice of Acceleration, Enforcement Action.

            (a) Each Term Lender agrees that in the event any Term Note Purchase
Agreement Event of Default shall occur, and as a result thereof, any Term Lender
or the Subordinated  Administrative  Agent or other  representative of such Term
Lender  accelerates  maturity  of the Term  Notes,  then such Term Lender or the
Subordinated Administrative Agent or other representative shall give prompt (and
in any event within three (3)  Business  Days) notice  thereof in writing to the
holders of the Senior  Indebtedness or the Senior  Indebtedness  Representative.
Neither the  Borrower nor any  Subsidiary  may pay the Term Notes until ten (10)
Business Days after the Senior Indebtedness  Representative  receives the notice
described  above and, after that ten (10) Business Day period,  may pay the Term
Notes,  and the Term  Lenders may receive or collect such  payment,  only if the
provisions of this Agreement do not prohibit such payment at that time.

            (b) Each Term Lender agrees that in the event any Term Note Purchase
Agreement Event of Default shall occur, and as a result thereof, any Term Lender
or the Subordinated  Administrative  Agent or other  representative of such Term
Lender intends to commence any Enforcement  Action, then such Term Lender or the
Subordinated  Administrative  Agent or other  representative shall first deliver
notice thereof in writing to the Senior Indebtedness Representative both (i) not
less than ten (10) days prior to taking any such  Enforcement  Action,  and (ii)
one (1) Business Day after such Enforcement Action is taken.

      Section 2.10 Reinstatement.  The provisions of this Agreement shall remain
in force  and  effect  until  the  indefeasible  payment  in full of all  Senior
Indebtedness  and the termination of all commitments of any holder of the Senior
Indebtedness  to  make  loans  or  extensions  of  credit,   and  expiration  or
termination  of all  letters  of  credit  issued  by any  holder  of the  Senior
Indebtedness.  To the extent any  payment of or  distribution  in respect of the
Senior  Indebtedness  (whether  by or on  behalf of the  Borrower  or any of its
Subsidiaries,  as proceeds of security or enforcement of any right of set off or
otherwise) is declared to be fraudulent or  preferential,  set aside or required
to be paid  to the  Borrower  or any  Subsidiary  or any  receiver,  trustee  in
bankruptcy,  liquidating  trustee,  agent  or other  similar  person  under  any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then
if such payment or  distribution  is recovered by, or paid over to, the Borrower
or any Subsidiary or such receiver, trustee in bankruptcy,  liquidating trustee,
agent  or  other  similar  Person,  the  Senior  Indebtedness  or  part  thereof
originally  intended  to be  satisfied  shall be  deemed  to be  reinstated  and
outstanding  as if such  payment has not  occurred  and the  provisions  of this
Agreement shall continue to be applicable in respect of said  reinstated  Senior
Indebtedness.

      Section 2.11 Rights of Holders of the Senior Indebtedness.  The holders of
the Senior  Indebtedness  may, at any time and from time to time  subject to the
terms of the Senior  Indebtedness,  without the consent of or notice to the Term
Lenders or the Subordinated  Administrative Agent or other representative of the
Term Lenders,  without incurring  responsibility to the Term Lenders and without
impairing or releasing  the  subordination  or other  benefits  provided in this
Agreement or the obligations hereunder of the Term Lenders to the holders of the
Senior Indebtedness, do any one or more of the following: (a) except as provided
below,  change  the  manner,  place or terms of  payment  or extend  the time of
payment  of, or renew,  increase,  alter or amend,  Senior  Indebtedness  or any
instrument  evidencing the same or any covenant or agreement  under which Senior
Indebtedness is outstanding or secured or any liability of any obligor  thereon;
(b)  sell,  exchange,  release  or  otherwise  deal with any  property  pledged,
mortgaged or otherwise  securing Senior  Indebtedness;  (c) settle or compromise
any Senior  Indebtedness  or any liability of any obligor thereon or release any
Person  liable in any manner for the  payment  of Senior  Indebtedness;  and (d)
waive any  default  under  Senior  Indebtedness  and  exercise  or refrain  from
exercising  any rights or remedies  against the Borrower,  any Subsidiary or any
other Person.  The foregoing  provisions  are not intended to permit a change to
the definition of "Senior  Indebtedness".  Notwithstanding  the  foregoing,  the
holders of the Senior  Indebtedness  shall not (w) extend the final  maturity of
the  Senior  Indebtedness  by more than six (6) months and in no event to a date
that is less  than 30 days  prior to the  Maturity  Date  under  the  Term  Note
Purchase  Agreement,  (x) increase the Senior  Indebtedness in excess of the cap
provided for in the definition of "Senior  Indebtedness"  (y) incur fees related
to the  Senior  Indebtedness  by an  aggregate  amount of more than  $1,000,000,
provided  however,  that legal fees and fees  associated with the closing of the
Senior Revolving Credit Documents shall not count towards the $1,000,000  limit,
or  (z)  increase  the  interest  rate  applicable  to the  Senior  Indebtedness
(excluding  fluctuations in underlying indices and imposition of a default rate)
by an amount in excess of two percent (2%) per annum.

                                       11
<PAGE>

      Section 2.12 Identity of Term Lenders for Notice Purposes. For purposes of
any notice  required or  permitted  to be given  hereunder by the holders of the
Senior  Indebtedness  or the  Senior  Indebtedness  Representative  to the  Term
Lenders,  or any of them, the holders of the Senior  Indebtedness and the Senior
Indebtedness  Representative  shall be  entitled to rely,  conclusively,  on the
identity and address of each Term Lender as set forth in the Term Note  Purchase
Agreement or as otherwise  set forth in the most recent  notice  received by the
Senior Indebtedness Representative from a Term Lender referring to the Term Note
Purchase  Agreement  for purposes of providing  the identity and address of each
Term Lender. The Term Lenders agree that any notices required to be given to the
Term  Lenders  shall be  effective  if such notice is given to the  Subordinated
Administrative Agent or other representative of the Term Lenders. For so long as
the  Subordinated  Obligations  are  outstanding,  the  Term  Lenders  agree  to
designate and maintain an agent or other representative for such purposes.

      Section 2.13 Liens.

            (a) All  Liens  granted  by the  Borrower,  or, if  applicable,  any
Guarantor,  which at any time secure the Term Note Purchase Agreement,  any Term
Note or any other  Term Loan  Document  are hereby  made,  and will at all times
prior to the full payment or discharge of the Senior  Indebtedness  be,  subject
and  subordinate to all Liens granted by the Borrower or any Guarantor  which at
any time secure the Senior Indebtedness,  which subordination shall be effective
whether or not all such Liens securing  Senior  Indebtedness  have been properly
recorded,  filed and otherwise  perfected  prior to all such Liens  securing any
Term Note and  regardless  of the relative  priority of such Liens as determined
without regard to this  Agreement.  For so long as any Term Note is outstanding,
as between the Term Lenders and the holders of the Senior Indebtedness, only the
Senior Indebtedness shall be deemed to be secured by any Liens granted under the
Senior  Revolving  Credit  Documents  except as  provided  in Section  2.07 with
respect  to   subrogation.   Each  Senior   Revolving   Lender  and  the  Senior
Administrative Agent agrees that the Senior Indebtedness shall not be secured by
a lien on equity issued by the Borrower.

                                       12
<PAGE>

            (b) Each Term Lender  agrees that it will not  initiate,  join in or
prosecute  any claim,  action or other  proceeding  challenging  the validity or
enforceability  of the  Senior  Indebtedness  or the Liens  securing  the Senior
Indebtedness.   Furthermore,   each  Term  Lender  agrees  that  if  the  Senior
Indebtedness  Representative  shall take any Enforcement  Action  respecting any
collateral under the Senior Indebtedness,  that the Term Lenders will not enjoin
or  otherwise  interfere  with such  Enforcement  Action.  Except to enforce the
priority of Liens  securing the Senior  Indebtedness  and this  Agreement,  each
Senior Revolving Lender and the Senior  Administrative Agent agrees that it will
not  initiate,  join in or  prosecute  any  claim,  action  or other  proceeding
challenging the validity or  enforceability  of the Subordinated  Obligations or
the Liens securing the Subordinated  Obligations.  Subject to Standstill  Period
provisions,  and after giving effect to this  Agreement,  each Senior  Revolving
Lender  and the  Senior  Administrative  Agent  furthermore  agrees  that if the
Subordinated  Administrative  Agent shall take any Enforcement Action respecting
any collateral,  that the Senior Revolving  Lenders will not enjoin or otherwise
interfere with such Enforcement Action.

            (c) The Subordinated Administrative Agent agrees to promptly release
all Liens granted by the Borrower,  or, if applicable,  any Guarantor,  which at
any time  secure the Term Note  Purchase  Agreement,  any Term Note or any other
Term Loan  Document  if such  release is  provided by the terms of the Term Loan
Documents.

            (d) The Senior  Administrative  Agent agrees to promptly release any
Liens  encumbering  any Oil and Gas Property on which the TCW Royalty is secured
which at any time secure the Senior Indebtedness.

      Section 2.14 Legend.

            (a) Each Term Note shall be  conspicuously  inscribed  with a legend
substantially in the form and substance as follows:

            PAYMENT  OF THIS  INSTRUMENT  SHALL,  TO THE EXTENT SET FORTH IN THE
            INTERCREDITOR AND SUBORDINATION  AGREEMENT DATED JANUARY __, 2006 BY
            AND  AMONG  AURORA  ANTRIM  NORTH,  LLC,  BNP  PARIBAS,   AS  SENIOR
            ADMINISTRATIVE  AGENT, TCW ASSET MANAGEMENT COMPANY, AS SUBORDINATED
            ADMINISTRATIVE  AGENT AND PARTIES THERETO, BE SUBORDINATE AND JUNIOR
            IN RIGHT OF  PAYMENT  TO THE  PRIOR  PAYMENT  IN FULL OF ALL  SENIOR
            INDEBTEDNESS,  THE PROVISIONS OF WHICH INTERCREDITOR AGREEMENT BEING
            INCORPORATED HEREIN AND BY THIS REFERENCE BEING MADE A PART HEREOF.

                                       13
<PAGE>

            (b)  The  Borrower   and  each  Term  Lender  or  the   Subordinated
Administrative  Agent or other  representative  of the Term Lenders  shall cause
each mortgage,  security agreement and other instrument securing all or any part
of the Subordinated  Obligations executed and delivered after the date hereof to
be conspicuously inscribed with a legend substantially in the form and substance
as follows:

            ALL LIENS GRANTED BY THIS INSTRUMENT  SHALL, TO THE EXTENT SET FORTH
            IN THE INTERCREDITOR  AND SUBORDINATION  AGREEMENT DATED JANUARY __,
            2006 BY AND AMONG AURORA ANTRIM NORTH,  LLC, BNP PARIBAS,  AS SENIOR
            ADMINISTRATIVE  AGENT, TCW ASSET MANAGEMENT COMPANY, AS SUBORDINATED
            ADMINISTRATIVE  AGENT AND PARTIES THERETO, BE SUBORDINATE AND JUNIOR
            TO ALL LIENS  GRANTED BY  GRANTOR TO SECURE THE SENIOR  INDEBTEDNESS
            REGARDLESS   OF  THE   RELATIVE   PRIORITY  OF  SUCH   LIENS,   SUCH
            INTERCREDITOR  AGREEMENT  BEING  INCORPORATED  HEREIN  AND  BY  THIS
            REFERENCE BEING MADE A PART HEREOF.

            (c) The Subordinated  Administrative Agent will execute notations of
subordination  for filing in the public records in a form reasonably  acceptable
to the Subordinated  Administrative Agent and make notations of subordination on
the Term Notes.

      Section 2.15  Successors and Assigns.  Each Term Lender  acknowledges  and
agrees that the  provisions  of this  Agreement  are, and are intended to be, an
inducement  and a  consideration  to each holder of the Senior  Indebtedness  to
make, extend and continue the Senior Indebtedness; and each holder of the Senior
Indebtedness shall be deemed  conclusively to have relied upon the provisions of
this Agreement in permitting the Borrower to incur the Subordinated  Obligations
and in making, extending,  continuing and/or acquiring such Senior Indebtedness.
This  Agreement  shall  pass to and be fully  binding  upon the  successors  and
assigns of each Term  Lender and shall  inure to the  benefit of the present and
future  holders  of  the  Senior   Indebtedness  and  the  Senior   Indebtedness
Representative  and their respective  successors and assigns  (including without
limitation any Person refinancing any Senior Indebtedness).

                                   ARTICLE III
                             RELIANCE; WAIVERS; ETC.

      Section 3.01 Reliance. The Senior Revolving Credit Documents are deemed to
have been executed and delivered,  and all  extensions of credit  thereunder are
deemed to have been made or  incurred,  in  reliance  upon this  Agreement.  The
Subordinated  Administrative Agent expressly waives all notice of the acceptance
of and reliance on this Agreement by the Senior Revolving Lenders.

      Section 3.02 No Warranties or Liability.  The Subordinated  Administrative
Agent and the Senior Administrative Agent acknowledge and agree that neither has
made any  representation  or warranty with respect to the  execution,  validity,
legality, completeness, collectibility or enforceability of any Senior Revolving
Credit  Document.   Except  as  otherwise   provided  in  this  Agreement,   the
Subordinated  Administrative Agent and the Administrative Agent will be entitled
to manage and supervise their respective extensions of credit to the Borrower in
accordance  with law and their usual  practices,  modified  from time to time as
they deem appropriate.

                                       14
<PAGE>

      Section 3.03 No Waivers.  Except as provided in Section  5.03, no right or
benefit of any party  hereunder  shall at any time in any way be  prejudiced  or
impaired  by any act or  failure  to act on the part of such  party or any other
party hereto or by any  noncompliance by the Borrower or any of its Subsidiaries
with the terms and conditions of any of the Senior Revolving Credit Documents.

                                   ARTICLE IV
                            OBLIGATIONS UNCONDITIONAL

      Section 4.01 Senior Indebtedness  Unconditional.  All rights of the Senior
Administrative  Agent  and  the  Senior  Revolving  Lenders  hereunder,  and all
agreements and obligations of each of the Subordinated  Administrative Agent and
Term Lenders,  the Borrower and the Guarantors under the Senior Revolving Credit
Documents (to the extent applicable)  hereunder,  shall remain in full force and
effect irrespective of:

            (a) any lack of validity or  enforceability  of any Senior Revolving
Credit Document;

            (b) any change in the time, place or manner of payment of, or in any
other term of, all or any portion of the Senior Indebtedness,  or any amendment,
waiver or other modification,  whether by course of conduct or otherwise, or any
refinancing,  replacement,  refunding  or  restatement  of any Senior  Revolving
Credit Document;

            (c) prior to the  Senior  Indebtedness  having  been paid in full in
cash and all commitments to lend thereunder terminated and all letters of credit
thereunder terminated or cash collateralized,  any exchange,  release,  voiding,
avoidance or non-perfection  of any security interest in any collateral,  or any
release, amendment,  waiver or other modification,  whether by course of conduct
or otherwise, or any refinancing,  replacement,  refunding or restatement of all
or any portion of the Senior Indebtedness or any guarantee thereof; or

            (d) any  other  circumstances  that  otherwise  might  constitute  a
defense  available  to, or a  discharge  of, the  Borrower or any  Guarantor  in
respect of the Senior Indebtedness,  or the Subordinated  Administrative  Agent,
the  Borrower or any  Guarantor,  to the extent  applicable,  in respect of this
Agreement.

                                   ARTICLE V
                                  MISCELLANEOUS

      Section  5.01  Conflicts.  In  the  event  of  any  conflict  between  the
provisions of this Agreement and the provisions of any Senior  Revolving  Credit
Document or the Term Loan  Documents,  the  provisions of this  Agreement  shall
govern.

                                       15
<PAGE>

      Section 5.02 Continuing Nature of Provisions;  Termination. This Agreement
shall  continue to be effective  and shall not be revocable by any party hereto,
until, but, subject to Section 2.10, shall automatically  terminate and be of no
further  force or effect on, the earlier to occur of (i) the date upon which the
Senior Indebtedness has been paid in full in cash, all commitments of any holder
of Senior  Indebtedness  to make loans or extensions of credit have  terminated,
and all  letters  of credit  issued by any  holder of Senior  Indebtedness  have
expired,  terminated or been fully collateralized in cash and (ii) to the extent
not in violation of this Agreement,  the date that the Subordinated  Obligations
have been paid in full. This is a continuing  agreement and the Senior Revolving
Lenders  and the  Senior  Administrative  Agent  may  continue,  at any time and
without notice to the other parties hereto, to extend credit and other financial
accommodations,  lend monies and provide indebtedness to, or for the benefit of,
Borrower or any Guarantor on the faith hereof.

      Section 5.03 Amendments;  Waivers. No amendment, waiver or modification of
any of the provisions of this Agreement shall be effective unless the same shall
be in writing and signed by the Senior  Administrative  Agent,  the Subordinated
Administrative  Agent and,  only if the rights or duties of the  Borrower or any
Guarantor are directly affected thereby, such Person.

      Section 5.04 Information  Concerning  Financial Condition of the Borrower.
The Subordinated  Administrative Agent and the Senior  Administrative Agent each
hereby  assume  responsibility  for keeping  itself  informed  of the  financial
condition of the Borrower and each of the Guarantors and all other circumstances
bearing  upon  the  risk  of  nonpayment  of  the  Senior  Indebtedness  or  the
Subordinated Obligations.  The Subordinated  Administrative Agent and the Senior
Administrative  Agent  hereby  agree that no party shall have any duty to advise
any other party of information  known to it regarding such condition or any such
circumstances.  In the event the Subordinated Administrative Agent or the Senior
Administrative  Agent,  in its sole  discretion,  undertakes at any time or from
time to time to provide any information to any other party to this Agreement, it
shall be under no obligation  (1) to provide any such  information to such other
party or any  other  party on any  subsequent  occasion,  (2) to  undertake  any
investigation not a part of its regular business routine, or (3) to disclose any
other information.

      Section  5.05  Governing  Law.  This  Agreement   shall  be  construed  in
accordance  with and  governed  by the law of the State of New  York,  except as
otherwise required by mandatory  provisions of law and except to the extent that
remedies  provided by the laws of any  jurisdiction  other than the State of New
York are governed by the laws of such jurisdiction.

      Section 5.06 Submission to Jurisdiction; Waiver of Jury Trial.

            (a)  Each  party  hereto  hereby  irrevocably  and   unconditionally
submits,  for itself and its property,  to the nonexclusive  jurisdiction of the
courts of the State of New York and of the United States  District Court for the
Southern District of New York, and any appellate court from any thereof,  in any
action or  proceeding  arising  out of or  relating  to this  Agreement,  or for
recognition  or  enforcement  of any  judgment,  and each of the parties  hereto
hereby irrevocably and unconditionally  agrees that all claims in respect of any
such action or  proceeding  may be heard and  determined  in such New York State
court or, to the extent  permitted  by law, in such Federal  court.  Each of the
parties  hereto  agrees that a final  judgment in any such action or  proceeding
shall be conclusive  and may be enforced in other  jurisdictions  by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right  that the any Senior  Revolving  Lender may  otherwise  have to
bring  any  action  or  proceeding  relating  to this  Agreement  or any  Senior
Revolving  Credit  Documents  against  the  Borrower  or  any  Guarantor  or its
properties in the courts of any jurisdiction.

                                       16
<PAGE>

            (b) The Borrower and the  Subordinated  Administrative  Agent hereby
irrevocably  and  unconditionally  waive, to the fullest extent they may legally
and  effectively  do so (x) any objection  they may now or hereafter have to the
laying of venue of any suit, action or proceeding  arising out of or relating to
this  Agreement in any court  referred to in paragraph  (a) of this Section 5.06
and (y) the defense of an  inconvenient  forum to the maintenance of such action
or proceeding.

            (c) Each party to this Agreement  irrevocably consents to service of
process in the manner  provided  for  notices in Section  5.07.  Nothing in this
Agreement  will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

            (d) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY  APPLICABLE  LAW,  ANY  RIGHT  IT MAY  HAVE TO A TRIAL  BY JURY IN ANY  LEGAL
PROCEEDING  DIRECTLY OR INDIRECTLY  ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS  CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE,  AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (ii)  ACKNOWLEDGES  THAT IT AND THE OTHER  PARTIES  HERETO  HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,  THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.

      Section 5.07 Notices.  Unless otherwise  specifically provided herein, any
notice or other communication  herein required or permitted to be given shall be
in  writing  and may be  personally  served,  telecopied,  or sent by  overnight
express  courier  service or United States mail and shall be deemed to have been
given when delivered in person or by courier service, upon receipt of a telecopy
or five (5) days after  deposit  in the  United  States  mail  (certified,  with
postage prepaid and properly addressed).  For the purposes hereof, the addresses
of the parties hereto (until notice of a change thereof is delivered as provided
in this Section)  shall be as set forth below each party's name on the signature
pages hereof,  or, as to each party,  at such other address as may be designated
by such party in a written notice to all of the other parties.

      Section 5.08 Successors and Assigns.  This Agreement shall be binding upon
and inure to the  benefit of each of the  parties  hereto and each of the Senior
Revolving  Lenders and  Subordinated  Administrative  Agent and their respective
successors and assigns, and nothing herein is intended, or shall be construed to
give,  any other Person any right,  remedy or claim  under,  to or in respect of
this  Agreement or any  collateral.  All  references to any Person shall include
such Person as debtor-in-possession  and any receiver or trustee for such Person
in any Insolvency Proceeding.

                                       17
<PAGE>

      Section 5.09 Headings. Section headings used herein are for convenience of
reference  only,  are not  part of this  Agreement  and  shall  not  affect  the
construction of, or be taken into consideration in interpreting, this Agreement.

      Section 5.10  Severability.  Any  provision of this  Agreement  held to be
invalid,  illegal  or  unenforceable  in  any  jurisdiction  shall,  as to  such
jurisdiction,  be  ineffective to the extent of such  invalidity,  illegality or
unenforceability without affecting the validity,  legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a  particular  jurisdiction  shall not  invalidate  such  provision in any other
jurisdiction.

      Section 5.11 Counterparts;  Integration; Effectiveness. This Agreement may
be  executed in  counterparts  (and by  different  parties  hereto on  different
counterparts), each of which shall constitute an original, but all of which when
taken  together  shall  constitute  a single  contract.  Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement. This Agreement
shall become effective when it shall have been executed by each party hereto.

      Section 5.12 Consent to Incurrence of Senior Indebtedness. Notwithstanding
any provision of the Subordinated  Obligations to the contrary, the Subordinated
Administrative  Agent consents to the incurrence of the Senior  Indebtedness  in
amounts  up to the  caps  on the  principal  amount  thereof  set  forth  in the
definition of Senior  Indebtedness,  subject to the  limitation set forth in the
Term Note Purchase Agreement.

                    [Signature Pages Begin on the Next Page]

                                       18
<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.

                                   BNP PARIBAS, as
                                   Administrative Agent for and on behalf of the
                                   Senior Lenders

                                   By:__________________________________________
                                   Name:
                                   Title:

                                   By:__________________________________________
                                   Name:
                                   Title:

                                   Address for Notices:

                                   919 Third Avenue
                                   New York, New York 10022
                                   Attention: Millie Carillo, Loan Assistant
                                   Facsimile: (212) 841-2683

                                   with a copy to:

                                   BNP Paribas
                                   1200 Smith Street, Suite 3100
                                   Houston, Texas 77002
                                   Attention: Betsy Jocher
                                   Telephone:  (713) 982-1155
                                   Facsimile:  (713) 659-6915


                 Signature Page to the Intercreditor Agreement
<PAGE>


                                   TCW ASSET MANAGEMENT  COMPANY,  as
                                   Administrative  Agent for and on behalf of
                                   the Term Lenders

                                   By:__________________________________________
                                   Name:
                                   Title:

                                   Address for Notices:

                                   333 Clay Street, Suite 4150
                                   Houston, TX 77002
                                   Attention: Patrick Hickey
                                   Telephone: (713) 615-7413
                                   Facsimile: (713) 615-7460

                                   with a copy to:

                                   TCW Asset Management Company
                                   865 South Figueroa Street, Suite 1800
                                   Los Angeles, CA 90017
                                   Attention:  R. Blair Thomas
                                   Facsimile:  (213) 244-0604


                 Signature Page to the Intercreditor Agreement
<PAGE>


                                   AURORA ANTRIM NORTH, LLC

                                   By:__________________________________________
                                   Name:
                                   Title:

                                   Address for Notices:

                                   4110 Copper Ridge, Suite 110
                                   Traverse City, MI 49684
                                   Attention: William W. Deneau
                                   Telephone: (231) 941-0073
                                   Facsimile: (231) 933-0757

                                   with a copy to:

                                   Leibenguth & Boos & Associates PC
                                   3220 Racquet Club Drive
                                   Traverse City, MI 49684
                                   Attention:  Jim Leibenguth
                                   Telephone:  (231) 947-0777
                                   Facsimile:  (231) 947-2930


                 Signature Page to the Intercreditor Agreement