<PAGE>

                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                           Dated as of April 14, 2005

                                      among

                         ATLAS PIPELINE PARTNERS, L.P.,
                                   as BORROWER

                          ATLAS PIPELINE NEW YORK, LLC
                            ATLAS PIPELINE OHIO, LLC
                        ATLAS PIPELINE PENNSYLVANIA, LLC
                   ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
                        ATLAS PIPELINE MID-CONTINENT LLC
                           ETC OKLAHOMA PIPELINE, LTD.
                           ELK CITY OKLAHOMA GP, LLC,
                                  as GUARANTORS

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                    as ADMINISTRATIVE AGENT and ISSUING BANK

                                       and

                          THE LENDERS SIGNATORY HERETO

                              FLEET NATIONAL BANK,
                                SYNDICATION AGENT

                              BANK OF OKLAHOMA N.A.
                          KEYBANK NATIONAL ASSOCIATION
                             WELLS FARGO BANK, N.A.,
                             CO-DOCUMENTATION AGENTS

        WACHOVIA CAPITAL MARKETS, LLC and BANC OF AMERICA SECURITIES LLC,
                                CO-LEAD ARRANGERS

                         WACHOVIA CAPITAL MARKETS, LLC,
                                SOLE BOOK RUNNER

<PAGE>

                                TABLE OF CONTENTS

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ARTICLE I Definitions and Accounting Matters.................................................................2

     Section 1.01     Terms Defined Above....................................................................2
     Section 1.02     Certain Defined Terms..................................................................2
     Section 1.03     Accounting Terms and Determinations...................................................19

ARTICLE II Commitments......................................................................................19

     Section 2.01     Loans and Letters of Credit...........................................................19
     Section 2.02     Borrowings, Continuations and Conversions, Letters of Credit..........................20
     Section 2.03     Changes of Commitments................................................................22
     Section 2.04     Fees..................................................................................22
     Section 2.05     Several Obligations...................................................................23
     Section 2.06     Notes.................................................................................23
     Section 2.07     Prepayments...........................................................................23
     Section 2.08     Assumption of Risks...................................................................24
     Section 2.09     Obligation to Reimburse and to Prepay.................................................25
     Section 2.10     Lending Offices.......................................................................26

ARTICLE III Payments of Principal and Interest..............................................................26

     Section 3.01     Repayment of Loans....................................................................26
     Section 3.02     Interest..............................................................................27

ARTICLE IV Payments; Pro Rata Treatment; Computations; Etc..................................................28

     Section 4.01     Payments..............................................................................28
     Section 4.02     Pro Rata Treatment....................................................................28
     Section 4.03     Computations..........................................................................29
     Section 4.04     Non-receipt of Funds by the Administrative Agent......................................29
     Section 4.05     Set-off, Sharing of Payments, Etc.....................................................29
     Section 4.06     Taxes.................................................................................30

ARTICLE V Capital Adequacy..................................................................................32

     Section 5.01     Additional Costs......................................................................32
     Section 5.02     Limitation on LIBOR Loans.............................................................34
     Section 5.03     Illegality............................................................................34
     Section 5.04     Base Rate Loans Pursuant to Sections 5.01, 5.02 and 5.03..............................34
     Section 5.05     Compensation..........................................................................34

ARTICLE VI Conditions Precedent.............................................................................35

     Section 6.01     Initial Funding.......................................................................35
     Section 6.02     Initial and Subsequent Loans and Letters of Credit....................................37
     Section 6.03     Conditions Precedent for the Benefit of Lender........................................38
     Section 6.04     No Waiver.............................................................................38
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ARTICLE VII Representations and Warranties..................................................................38

     Section 7.01     Corporate Existence...................................................................38
     Section 7.02     Financial Condition...................................................................38
     Section 7.03     Litigation............................................................................39
     Section 7.04     No Breach.............................................................................39
     Section 7.05     Authority.............................................................................39
     Section 7.06     Approvals.............................................................................39
     Section 7.07     Use of Loans..........................................................................39
     Section 7.08     ERISA.................................................................................39
     Section 7.09     Taxes.................................................................................40
     Section 7.10     Titles, etc...........................................................................41
     Section 7.11     No Material Misstatements.............................................................41
     Section 7.12     Investment Company Act................................................................41
     Section 7.13     Public Utility Holding Company Act....................................................41
     Section 7.14     Operation of the Pipeline.............................................................41
     Section 7.15     Capitalization of General Partner and Subsidiaries....................................42
     Section 7.16     Location of Business and Offices......................................................42
     Section 7.17     Defaults under Material Agreements....................................................42
     Section 7.18     Environmental Matters.................................................................42
     Section 7.19     Compliance with Laws..................................................................43
     Section 7.20     Insurance.............................................................................43
     Section 7.21     Hedging Agreements....................................................................44
     Section 7.22     Restriction on Liens..................................................................44
     Section 7.23     Material Agreements...................................................................44
     Section 7.24     Imbalances............................................................................44
     Section 7.25     Relationship of Obligors..............................................................44
     Section 7.26     Solvency..............................................................................44

ARTICLE VIII Affirmative Covenants..........................................................................45

     Section 8.01     Reporting Requirements................................................................45
     Section 8.02     Litigation............................................................................46
     Section 8.03     Maintenance, Etc......................................................................47
     Section 8.04     Environmental Matters.................................................................48
     Section 8.05     Further Assurances....................................................................48
     Section 8.06     Performance of Obligations............................................................48
     Section 8.07     Reserve Reports.......................................................................49
     Section 8.08     Title Curative........................................................................49
     Section 8.09     Additional Collateral.................................................................49
     Section 8.10     Corporate Identity....................................................................51
     Section 8.11     ERISA Information and Compliance......................................................51
     Section 8.12     Material Agreements...................................................................51
     Section 8.13     Guaranties............................................................................51
     Section 8.14     Proceeds of Equity Offerings..........................................................52

ARTICLE IX Negative Covenants...............................................................................52

     Section 9.01     Debt..................................................................................52
     Section 9.02     Liens.................................................................................53
     Section 9.03     Investments, Loans and Advances.......................................................53
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     Section 9.04     Dividends, Distributions and Redemptions..............................................54
     Section 9.05     Sales and Leasebacks..................................................................54
     Section 9.06     Nature of Business....................................................................54
     Section 9.07     Hedging Agreements....................................................................55
     Section 9.08     Limitation on Leases..................................................................55
     Section 9.09     Mergers, Etc..........................................................................56
     Section 9.10     Proceeds of Notes and Letters of Credit...............................................56
     Section 9.11     ERISA Compliance......................................................................56
     Section 9.12     Sale or Discount of Receivables.......................................................56
     Section 9.13     Consolidated EBITDA to Consolidated Interest Expense..................................56
     Section 9.14     Consolidated Funded Debt to Consolidated EBITDA.......................................56
     Section 9.15     Consolidated Senior Secured Debt to Consolidated EBITDA...............................57
     Section 9.16     Disposition of Pipeline Properties....................................................57
     Section 9.17     Environmental Matters.................................................................57
     Section 9.18     Transactions with Affiliates..........................................................57
     Section 9.19     Subsidiaries..........................................................................57
     Section 9.20     Negative Pledge Agreements............................................................57
     Section 9.21     Imbalances or Other Prepayments.......................................................57
     Section 9.22     Amendments to Material Agreements.....................................................58
     Section 9.23     Accounting Changes....................................................................58

ARTICLE X Events of Default; Remedies.......................................................................58

     Section 10.01    Events of Default.....................................................................58
     Section 10.02    Remedies..............................................................................60
     Section 10.03    Gathering Fees; Distributions.........................................................60

ARTICLE XI The Administrative Agent.........................................................................61

     Section 11.01    Appointment, Powers and Immunities....................................................61
     Section 11.02    Reliance by Administrative Agent......................................................62
     Section 11.03    Defaults..............................................................................62
     Section 11.04    Rights as a Lender....................................................................62
     Section 11.05    Indemnification.......................................................................62
     Section 11.06    Non-Reliance on Administrative Agent and other Lenders................................63
     Section 11.07    Action by Administrative Agent........................................................63
     Section 11.08    Resignation or Removal of Administrative Agent........................................64
     Section 11.09    No Other Duties.......................................................................64
     Section 11.10    Collateral and Guaranty Matters.......................................................64

ARTICLE XII Miscellaneous...................................................................................65

     Section 12.01    Waiver................................................................................65
     Section 12.02    Notices...............................................................................65
     Section 12.03    Payment of Expenses, Indemnities, etc.................................................65
     Section 12.04    Amendments, Etc.......................................................................67
     Section 12.05    Successors and Assigns................................................................68
     Section 12.06    Assignments and Participations........................................................68
     Section 12.07    Invalidity............................................................................71
     Section 12.08    Counterparts..........................................................................71
     Section 12.09    References, Use of Word "Including"...................................................71
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     Section 12.10    Survival..............................................................................71
     Section 12.11    Captions..............................................................................72
     Section 12.12    NO ORAL AGREEMENTS....................................................................72
     Section 12.13    GOVERNING LAW, SUBMISSION TO JURISDICTION.............................................72
     Section 12.14    USA PATRIOT Act Notice................................................................73
     Section 12.15    Interest..............................................................................73
     Section 12.16    Confidentiality.......................................................................74
     Section 12.17    Restatement of Existing Credit Agreement..............................................74

Exhibits

Exhibit A-1           Form of Revolver Note
Exhibit A-2           Form of Term Loan Note
Exhibit B             Form of Borrowing, Continuation and Conversion Request
Exhibit C             Form of Compliance Certificate
Exhibit D             Security Instruments
Exhibit E             Form of Assignment and Assumption
Exhibit F             Form of Consent to Assignment
Exhibit G-1           Form of Guaranty
Exhibit G-2           Form of Confirmation of Guaranty

Schedules

Schedule 1.01         Elk City Scheduled Adjustments
Schedule 3.01         Term Loan Amortization
Schedule 6.01         Post-Closing Requirements
Schedule 6.01(e)      Historical Financial Summary
Schedule 7.03         Litigation
Schedule 7.09         Tax Obligations
Schedule 7.10         Title Exceptions
Schedule 7.15         Subsidiary Interests
Schedule 7.20         Insurance
Schedule 7.21         Hedging Agreements
Schedule 7.23         Material Agreements
Schedule 7.24         Imbalances
Schedule 9.01         Debt
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<PAGE>

                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

        THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of April 14,
2005, among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the
"BORROWER"); ATLAS PIPELINE NEW YORK, LLC, a Pennsylvania limited liability
company ("APL NEW YORK"); ATLAS PIPELINE OHIO, LLC, a Pennsylvania limited
liability company ("APL OHIO"); ATLAS PIPELINE PENNSYLVANIA, LLC, a Pennsylvania
limited liability company ("APL PENNSYLVANIA"); ATLAS PIPELINE OPERATING
PARTNERSHIP, L.P., a Delaware limited partnership ("APL OPERATING"); ATLAS
PIPELINE MID-CONTINENT LLC, a Delaware limited liability company ("APL
MID-CONTINENT"); ETC OKLAHOMA PIPELINE, LTD., a Texas limited partnership ("ELK
CITY"); and ELK CITY OKLAHOMA GP, LLC, a Delaware limited liability company
("ELK CITY GP"; Elk City GP, Elk City, APL Mid-Continent, APL New York, APL
Ohio, APL Pennsylvania and APL Operating are collectively referred to herein as
the "INITIAL GUARANTORS," and the Borrower and the Initial Guarantors are
collectively referred to herein as the "INITIAL OBLIGORS"); each of the lenders
that is a signatory hereto or which becomes a signatory hereto as provided in
SECTION 12.06 (individually, together with its successors and assigns, a
"LENDER," and collectively, the "LENDERS"); WACHOVIA BANK, NATIONAL ASSOCIATION,
as administrative agent for the Lenders (in such capacity, together with its
successors in such capacity, the "ADMINISTRATIVE AGENT"); WACHOVIA BANK,
NATIONAL ASSOCIATION, as issuing bank (in such capacity, together with its
successors in such capacity, the "ISSUING BANK"); and WACHOVIA CAPITAL MARKETS,
LLC AND BANC OF AMERICA SECURITIES LLC, as co-lead arrangers (in such capacity,
together with their successors in such capacity, the "CO-LEAD ARRANGERS").

                                 R E C I T A L S

        A.      WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent,
issuing bank and a lender, the Borrower, the guarantors named therein and the
lenders parties thereto (collectively, the "ORIGINAL LENDERS") entered into that
certain Credit Agreement dated as of December 27, 2002, as amended by that
certain First Amendment to Credit Agreement dated as of January 31, 2003, Second
Amendment to Credit Agreement dated as of March 28, 2003, Third Amendment to
Credit Agreement dated as of September 15, 2003, and Fourth Amendment to Credit
Agreement dated as of March 12, 2004 (as amended, the "ORIGINAL CREDIT
AGREEMENT").

        B.      The Original Credit Agreement was amended and restated by that
certain Revolving Credit and Term Loan Agreement dated as of July 16, 2004 among
Borrower, certain lenders (collectively, the "EXISTING LENDERS"), and Wachovia
Bank, National Association, as administrative agent, as amended by that certain
First Amendment to Revolving Credit and Term Loan Agreement dated as of December
3, 2004 (as amended prior to the date hereof, the "EXISTING CREDIT AGREEMENT"),
pursuant to which the Existing Lenders agreed to make loans and extend credit to
the Borrower, as evidenced by promissory notes of the Borrower in favor of the
Existing Lenders issued pursuant to the Existing Credit Agreement (which
promissory notes and other indebtedness, obligations and liabilities under the
Existing Credit Agreement are collectively referred to herein as the "EXISTING
DEBT").

        C.      The Existing Lenders have assigned to Administrative Agent all
of their rights and obligations under the Existing Credit Agreement.

        D.      The Borrower has requested that the Administrative Agent amend
and restate the Existing Credit Agreement and provide certain loans to and
extensions of credit on behalf of the Borrower.

<PAGE>

        E.      The Administrative Agent has agreed to amend and, together with
the Lenders, restate the Existing Credit Agreement and make loans and extend
credit to the Borrower, subject to the terms and conditions of this Agreement.

        NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements herein contained and of the loans, extensions of credit and
commitments hereinafter referred to, the parties hereto agree to amend and
restate the Existing Credit Agreement as follows:

                                    ARTICLE I
                       DEFINITIONS AND ACCOUNTING MATTERS

        Section 1.01   TERMS DEFINED ABOVE. As used in this Agreement, the terms
"Administrative Agent," "APL New York," "APL Ohio," "APL Pennsylvania," "APL
Operating," "APL Mid-Continent," "Borrower," "Initial Guarantors," "Issuing
Bank," "Lender," "Lenders," "Initial Obligors," "Original Credit Agreement,"
"Original Lenders," "Elk City", "Elk City GP", "Co-Lead Arrangers", "Existing
Credit Agreement," "Existing Debt," and "Existing Lenders" shall have the
meanings indicated above.

        Section 1.02   CERTAIN DEFINED TERMS. As used herein, the following
terms shall have the following meanings (all terms defined in this Article I or
in other provisions of this Agreement in the singular to have equivalent
meanings when used in the plural, and vice versa):

        ADDITIONAL COSTS shall have the meaning assigned such term in SECTION
5.01(a).

        ADJUSTED LIBOR shall mean, with respect to any LIBOR Loan, a rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by
the Administrative Agent to be equal to the quotient of (i) LIBOR for such Loan
for the Interest Period for such Loan divided by (ii) 1 minus the Reserve
Requirement for such Loan for such Interest Period.

        ADMINISTRATIVE QUESTIONNAIRE means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

        AFFECTED LOANS shall have the meaning assigned such term in SECTION
5.04.

        AFFILIATE of any Person shall mean (i) any Person directly or indirectly
controlled by, controlling or under common control with such first Person, (ii)
any director or officer of such first Person or of any Person referred to in
clause (i) above and (iii) if any Person in clause (i) above is an individual,
any member of the immediate family (including parents, spouse and children) of
such individual and any trust whose principal beneficiary is such individual or
one or more members of such immediate family and any Person who is controlled by
any such member or trust. For purposes of this definition, any Person which owns
directly or indirectly 10% or more of the securities having ordinary voting
power for the election of directors or other governing body of a corporation or
10% or more of the partnership or other ownership interests of any other Person
(other than as a limited partner of such other Person) will be deemed to
"control" (including, with its correlative meanings, "controlled by" and "under
common control with") such corporation or other Person.

        AGREEMENT shall mean this Revolving Credit and Term Loan Agreement, as
the same may from time to time be further renewed, extended, amended, restated
or supplemented.

        AGGREGATE MAXIMUM REVOLVER AMOUNT at any time shall equal the sum of the
Maximum Revolver Amounts of the Revolver Lenders (Two Hundred Twenty-Five
Million Dollars ($225,000,000)), as the same may be reduced pursuant to SECTION
2.03(a).

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<PAGE>

        AMORTIZATION PAYMENT has the meaning set forth in SECTION 3.01(a)(ii).

        APPLICABLE LENDING OFFICE shall mean, for each Lender and for each Type
of Loan, the lending office of such Lender (or an Affiliate of such Lender)
designated for such Type of Loan on the signature pages hereof or such other
offices of such Lender (or of an Affiliate of such Lender) as such Lender may
from time to time specify to the Administrative Agent and the Borrower as the
office by which its Loans of such Type are to be made and maintained.

        APPLICABLE MARGIN shall mean with respect to Revolver Loans and the Term
Loan, the applicable per annum percentage set forth at the appropriate
intersection in the table shown below, based on the Leverage Ratio as in effect
from time to time:

                                                          APPLICABLE MARGIN
                                                       -----------------------
                                                         LIBOR
                                                       LOANS AND     BASE RATE
                  LEVERAGE RATIO                        L/C FEES      LOANS
----------------------------------------------------   ----------   ----------
Less than or equal to 2.50 to 1.00                           1.50%        0.50%

Greater than 2.50 to 1.00,                                   1.75%        0.75%
but less than or equal to 3.00 to 1.00

Greater than 3.00 to 1.00,                                   2.00%        1.00%
but less than or equal to 3.50 to 1.00

Greater than 3.50 to 1.00, but less than or equal            2.25%        1.25%
to 4:00 to 1:00

Greater than 4.00 to 1.00, but less than or equal            2.50%        1.50%
to 4:50 to 1:00

Greater than 4.50 to 1.00                                    2.75%        1.75%

Notwithstanding the foregoing, the Applicable Margin for LIBOR Loans and Base
Rate Loans at all levels on the above table shall be reduced by 0.50% during any
period in which the Senior Secured Leverage Ratio is less than 1.50 to 1.00.
Each change in the Applicable Margin resulting from a change in the Leverage
Ratio or the Senior Secured Leverage Ratio shall take effect on the date of
delivery by the Borrower to the Administrative Agent of notice thereof pursuant
to SECTION 8.01(j). However, if the Borrower fails to deliver a compliance
certificate when required pursuant to SECTION 8.01(j), then the Applicable
Margin shall be set at the highest level until such date as the Borrower
delivers such compliance certificate to the Administrative Agent.

        APPROVED FUND means any Fund that is administered or managed by (i) a
Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an
entity that administers or manages a Lender.

        ASSIGNMENT AND ASSUMPTION means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by SECTION 12.06(b)), and

                                       3
<PAGE>

accepted by the Administrative Agent, in substantially the form of EXHIBIT E or
any other form approved by the Administrative Agent.

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

        ATLAS DIRECT SUBSIDIARIES shall mean AIC, INC., a Delaware corporation;
ATLAS AMERICA, INC., a Pennsylvania corporation; ATLAS ENERGY CORPORATION, an
Ohio corporation; ATLAS ENERGY GROUP, INC., an Ohio Corporation; ATLAS ENERGY
HOLDINGS, INC., a Delaware corporation, ATLAS NOBLE CORP., a Delaware
corporation; ATLAS RESOURCES, INC., a Pennsylvania corporation; ATLAS AMERICA
MIDCONTINENT, INC., a Pennsylvania corporation; REI; General Partner; and
Viking.

        AVAILABILITY means, at any time, (i) the Revolver Lenders' aggregate
Revolver Commitments, minus (ii) the sum of (a) the Effective Amount of all
outstanding Revolver Loans and (b) the Effective Amount of all LC Exposure.

        BASE RATE shall mean, with respect to any Base Rate Loan, for any day, a
rate per annum equal to the higher of (i) the Federal Funds Rate for any such
day plus 1/2 of 1% or (ii) the Prime Rate for such day. Each change in any
interest rate provided for herein based upon the Base Rate resulting from a
change in the Base Rate shall take effect at the time of such change in the Base
Rate.

        BASE RATE LOANS shall mean Loans that bear interest at rates based upon
the Base Rate.

        BUSINESS DAY shall mean any day other than a day on which commercial
banks are authorized or required to close in Texas, North Carolina or New York
and, where such term is used in the definition of "QUARTERLY DATE" or if such
day relates to a borrowing or continuation of, a payment or prepayment of
principal of or interest on, or a conversion of or into, or the Interest Period
for, a LIBOR Loan or a notice by the Borrower with respect to any such borrowing
or continuation, payment, prepayment, conversion or Interest Period, any day
which is also a day on which dealings in Dollar deposits are carried out in the
London interbank market.

        CHANGE IN CONTROL shall mean (i) except as permitted by CLAUSES (iii)(c)
and (iii)(d) hereof, any person or group of persons (within the meaning of
Subsections 13(d) or 14(a) of the Securities Exchange Act of 1934, as amended)
shall have acquired subsequent to the date hereof beneficial ownership (within
the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission
under said Act) 25% or more of the equity securities of such Person entitled to
vote for members of the board of directors or equivalent governing body of such
Person (and taking into account all such securities that such Person or group
has the right to acquire pursuant to any option right) (provided however, that
the acquisition by the General Partner or any Affiliate thereof of 25% or more
of the partnership interests of the Borrower shall not constitute a Change in
Control); (ii) within a period of twelve (12) consecutive calendar months,
individuals who were managing board members of the General Partner on the first
day of such period shall cease to constitute a majority of the managing board
members of the General Partner or individuals who were board members of Atlas on
the first day of such period shall cease to constitute a majority of the board
members of Atlas, or (iii) the occurrence of any of the following:

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

                                        4
<PAGE>

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

                (c)     the General Partner ceases to own, directly or
        indirectly, at least 51% of the general partner interests of the
        Borrower or of APL Operating, or the General Partner ceases to serve as
        the only general partner of the Borrower or APL Operating unless, in the
        case of the General Partner, the General Partner is replaced by an
        affiliate of Atlas acceptable to the Lenders in their reasonable
        discretion, such acceptance not to be unreasonably withheld; or

                (d)     Atlas and/or one or more of its directly or indirectly
        wholly-owned subsidiaries ceases to own at least 51% of the membership
        units of the General Partner.

        CLOSING DATE shall mean the date upon which the conditions precedent for
initial funding set forth in SECTION 6.01 are satisfied.

        CODE shall mean the Internal Revenue Code of 1986, as amended from time
to time and any successor statute.

        COMMITMENT shall mean (i) for any Revolver Lender, its Revolver
Commitment, and (ii) for any Term Loan Lender, its Term Loan Commitment.

        CONFIRMATION OF GUARANTY AGREEMENT shall mean each Confirmation of
Guaranty Agreement dated of even date herewith, executed and delivered by the
Guarantor party thereto in favor of Administrative Agent, for the benefit of
Lenders, substantially in the form of EXHIBIT G-2 hereto.

        CONSENT TO ASSIGNMENT shall mean, collectively, each Consent to
Assignment substantially in the form of EXHIBIT F hereto by and between the
Borrower, each counterparty to a Material Agreement that requires such
counterparty's consent to the pledge or assignment thereof in favor of the
Administrative Agent, and the Administrative Agent.

        CONSOLIDATED EBITDA shall mean, for any trailing twelve-month period,
the sum of (i) Consolidated Net Income for such period, plus (ii) the following
expenses or charges to the extent deducted from Consolidated Net Income in such
period: interest, income taxes, depreciation, depletion, amortization, non-cash
compensation on long-term incentive plans, and other non-cash charges to
Consolidated Net Income, minus (iii) non-cash credits to Consolidated Net
Income, provided, that, the following adjustments shall be made with respect to
APL Mid-Continent: (a) Consolidated EBITDA for 2004 and for the first two fiscal
quarters of 2005 shall be calculated after giving effect to the Spectrum
Acquisition and annualizing such financial results from July 16, 2004 through
the end of the applicable fiscal quarter; and (b) Consolidated EBITDA for each
quarter of 2005 shall be calculated after giving pro forma effect to the Elk
City Acquisition and the adjustments described on SCHEDULE 1.01 hereto.

        CONSOLIDATED FUNDED DEBT shall mean, for any Person and its Consolidated
Subsidiaries, the sum of the following (without duplication): (i) all
obligations of such Person and its Consolidated Subsidiaries for borrowed money
or evidenced by bonds, debentures, notes or other similar instruments (including
principal, interest, fees and charges); (ii) all obligations of such Person and
its Consolidated Subsidiaries (whether contingent or otherwise) in respect of
bankers' acceptances, letters of credit, surety or other bonds and similar
instruments; (iii) all obligations of such Person and its Consolidated
Subsidiaries to pay the deferred purchase price of Property or services (other
than for borrowed money); (iv) all obligations under leases which shall have
been, or should have been, in accordance with GAAP, recorded as capital

                                        5
<PAGE>

leases in respect of which such Person and its Consolidated Subsidiaries is
liable (whether contingent or otherwise); (v) obligations to pay for goods or
services whether or not such goods or services are actually received or utilized
by such Person and its Consolidated Subsidiaries; (vi) any capital stock of such
Person and its Consolidated Subsidiaries in which such Person has a mandatory
obligation to redeem such stock; and (vii) all obligations of such Person under
Hedging Agreements.

        CONSOLIDATED INTEREST EXPENSE shall mean with respect to such Person and
its Consolidated Subsidiaries, for any period, the aggregate cash interest
payments made or required to be made for such Person and its Consolidated
Subsidiaries on a consolidated basis for such period; provided, that (i)
Consolidated Interest Expense for the fiscal quarter ending June 30, 2005 shall
be calculated by annualizing the Consolidated Interest Expense for such fiscal
quarter, (ii) Consolidated Interest Expense for the fiscal quarter ending
September 30, 2005 shall be calculated by annualizing the Consolidated Interest
Expense for such fiscal quarter and the previous fiscal quarter, and (iii)
Consolidated Interest Expense for the fiscal quarter ending December 31, 2005
shall be calculated by annualizing the Consolidated Interest Expense for such
fiscal quarter and the two (2) previous fiscal quarters.

        CONSOLIDATED NET INCOME shall mean with respect to such Person and its
Consolidated Subsidiaries, for any period, the aggregate of the net income (or
loss) of such Person and its Consolidated Subsidiaries after allowances for
taxes for such period, determined on a consolidated basis in accordance with
GAAP; provided, that there shall be excluded from such net income (to the extent
otherwise included therein) the following: (i) the net income of any other
entity in which such Person or any Consolidated Subsidiary has an interest
(which interest does not cause the net income of such other entity to be
consolidated with the net income of such Person and its Consolidated
Subsidiaries in accordance with GAAP), except to the extent of the amount of
dividends or distributions actually paid in such period by such other entity to
such Person or to a Consolidated Subsidiary, as the case may be; (ii) the net
income (but not loss) of any Consolidated Subsidiary to the extent that the
declaration or payment of dividends or similar distributions or transfers or
loans by that Consolidated Subsidiary is not at the time permitted by operation
of the terms of its charter or any agreement, instrument or Governmental
Requirement applicable to such Consolidated Subsidiary, or is otherwise
restricted or prohibited in each case determined in accordance with GAAP; (iii)
the net income (or loss) of any entity acquired in a pooling-of-interests
transaction for any period prior to the date of such transaction; and (iv) the
cumulative effect of a change in accounting principles and any gains or losses
attributable to writeups or write downs of assets.

        CONSOLIDATED SENIOR SECURED DEBT shall mean, for any Person and its
Consolidated Subsidiaries, Consolidated Funded Debt (other than Subordinated
Debt) that is secured by a Lien.

        CONSOLIDATED SUBSIDIARIES shall mean each Subsidiary of a Person
(whether now existing or hereafter created or acquired) the financial statements
of which shall be (or should have been) consolidated with the financial
statements of such Person in accordance with GAAP, provided, however, that the
Consolidated Subsidiaries of Borrower shall not include the Unrestricted
Entities.

        DEBT shall mean, for any Person the sum of the following (without
duplication): (i) all obligations of such Person for borrowed money or evidenced
by bonds, debentures, notes or other similar instruments (including principal,
interest, fees and charges); (ii) all obligations of such Person (whether
contingent or otherwise) in respect of bankers' acceptances, letters of credit,
surety or other bonds and similar instruments; (iii) all obligations of such
Person to pay the deferred purchase price of Property or services (other than
for borrowed money); (iv) all obligations under leases which shall have been, or
should have been, in accordance with GAAP, recorded as capital leases in respect
of which such Person is liable (whether contingent or otherwise); (v) all
obligations under operating leases which require such Person or its Affiliate to
make payments over the term of such lease, including payments at termination,

                                        6
<PAGE>

based on the purchase price or appraisal value of the Property subject to such
lease plus a marginal interest rate, and used primarily as a financing vehicle
for, or to monetize, such Property; (vi) all Debt (as described in the other
clauses of this definition) and other obligations of others secured by a Lien on
any asset of such Person, whether or not such Debt is assumed by such Person;
(vii) all Debt (as described in the other clauses of this definition) and other
obligations of others guaranteed by such Person or in which such Person
otherwise assures a creditor against loss of the debtor or obligations of
others; (viii) all obligations or undertakings of such Person to maintain or
cause to be maintained the financial position or covenants of others or to
purchase the Debt or Property of others; (ix) obligations to gather or transport
Hydrocarbons in consideration of advance payments; (x) obligations to pay for
goods or services whether or not such goods or services are actually received or
utilized by such Person; (xi) any capital stock of such Person in which such
Person has a mandatory obligation to redeem such stock; (xii) any Debt of a
Subsidiary for which such Person is liable either by agreement or because of a
Governmental Requirement; and (xiii) all obligations of such Person under
Hedging Agreements.

        DEFAULT shall mean an Event of Default or an event which with notice or
lapse of applicable grace period or both would become an Event of Default.

        DEFAULTING LENDER means any Lender that (i) has failed to fund any
portion of the Loans or Letter of Credit reimbursement obligations required to
be funded by it hereunder within one Business Day of the date required to be
funded by it hereunder, (ii) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due, unless the subject of
a good faith dispute, or (iii) has been deemed insolvent or become the subject
of a bankruptcy or insolvency proceeding.

        DISPOSITION or DISPOSE means the sale, transfer or other disposition
(including any sale-leaseback transaction) of any property by any Person, other
than the settlement or resolution of a claim that is unrelated to the collateral
securing the Indebtedness. For the avoidance of doubt, "DISPOSITION" includes
Equity Offerings.

        DOLLARS and $ shall mean lawful money of the United States of America.

        EFFECTIVE AMOUNT means (i) with respect to any Revolver Loans on any
date, the aggregate outstanding principal amount thereof after giving effect to
any Revolver Loans and prepayments or repayments thereof occurring on such date
under the Revolver Facility; and (ii) with respect to any outstanding LC
Exposure on any date, the amount of such LC Exposure on such date after giving
effect to any issuances of Letters of Credit occurring on such date and any
other changes in the aggregate amount of the LC Exposure as of such date,
including as a result of any reimbursements of drawings under any Letters of
Credit or any reductions in the maximum amount available for drawing under
Letters of Credit taking effect on such date.

        ELIGIBLE ASSIGNEE means (i) a Lender; (ii) an Affiliate of a Lender;
(iii) an Approved Fund; and (iv) any other Person (other than a natural Person)
approved by (a) the Administrative Agent and the Issuing Bank, and (b) unless a
Default or Event of Default has occurred and is continuing, the Borrower (each
such approval not to be unreasonably withheld or delayed); provided, that
notwithstanding the foregoing, "Eligible Assignee" shall not include the
Borrower or any of the Borrower's Affiliates or Subsidiaries.

        ELK CITY ACQUISITION means the acquisition by Borrower of the Elk City
Partnership Interests pursuant to the Elk City Acquisition Documents.

                                        7
<PAGE>

        ELK CITY ACQUISITION DOCUMENTS means the Elk City Purchase and Sale
Agreement and each other agreement, document and instrument executed and
delivered by Borrower or any other Obligor and any counterparty thereto in
connection with the Elk City Acquisition.

        ELK CITY PARTNERSHIP INTERESTS means the "Interests" as defined in the
Elk City Purchase and Sale Agreement.

        ELK CITY PURCHASE AND SALE AGREEMENT means the Purchase and Sale
Agreement dated as of March 8, 2005, between Borrower and the Elk City Seller,
with such amendments as may be satisfactory to the Administrative Agent.

        ELK CITY SELLER means, collectively, LG PL, LLC, a Texas limited
liability company, and La Grange Acquisition, L.P., a Texas limited partnership.

        ENVIRONMENTAL LAWS shall mean any and all Governmental Requirements
pertaining to health or the environment in effect in any and all jurisdictions
in which any Obligor or any Subsidiary is conducting or at any time has
conducted business, or where any Property of any Obligor or any Subsidiary is
located, including without limitation, the Oil Pollution Act of 1990 ("OPA"),
the Clean Air Act, as amended, the Comprehensive Environmental, Response,
Compensation, and Liability Act of 1980 ("CERCLA"), as amended, the Federal
Water Pollution Control Act, as amended, the Occupational Safety and Health Act
of 1970, as amended, the Resource Conservation and Recovery Act of 1976
("RCRA"), as amended, the Safe Drinking Water Act, as amended, the Toxic
Substances Control Act, as amended, the Superfund Amendments and Reauthorization
Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended,
and other environmental conservation or protection laws. The term "OIL" shall
have the meaning specified in OPA, the terms "HAZARDOUS SUBSTANCE" and "RELEASE"
or "THREATENED RELEASE" have the meanings specified in CERCLA, and the terms
"SOLID WASTE" and "DISPOSAL" or "DISPOSED" have the meanings specified in RCRA;
provided, however, that (i) in the event either OPA, CERCLA or RCRA is amended
so as to broaden the meaning of any term defined thereby, such broader meaning
shall apply subsequent to the effective date of such amendment and (ii) to the
extent the laws of the state in which any Property of any Obligor or any
Subsidiary is located establish a meaning for "OIL," "HAZARDOUS SUBSTANCE,"
"RELEASE," "SOLID WASTE" or "DISPOSAL" which is broader than that specified in
either OPA, CERCLA or RCRA, such broader meaning shall apply.

        EQUITY NET CASH PROCEEDS means Net Cash Proceeds received in connection
with an Equity Offering.

        EQUITY OFFERING means the issuance or sale of equity interests in the
Borrower pursuant to a public or private offering.

        ERISA shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time and any successor statute.

        ERISA AFFILIATE shall mean each trade or business (whether or not
incorporated) which together with the Borrower or any Subsidiary would be deemed
to be a "SINGLE EMPLOYER" within the meaning of section 4001(b)(1) of ERISA or
subsections (b), (c), (m) or (o) of section 414 of the Code.

        ERISA EVENT shall mean (i) a "REPORTABLE EVENT" described in Section
4043 of ERISA and the regulations issued thereunder, (ii) the withdrawal of the
Borrower, any Subsidiary or any ERISA Affiliate from a Plan during a plan year
in which it was a "SUBSTANTIAL EMPLOYER" as defined in Section 4001(a)(2) of
ERISA, (iii) the filing of a notice of intent to terminate a Plan or the
treatment of a Plan amendment as a termination under Section 4041 of ERISA, (iv)
the institution of proceedings to terminate a Plan by the

                                        8
<PAGE>

PBGC or (v) any other event or condition which might constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan.

        EVENT OF DEFAULT shall have the meaning assigned such term in SECTION
10.01.

        EXCEPTED LIENS shall mean: (i) Liens for taxes, assessments or other
governmental charges or levies not yet due or which are being contested in good
faith by appropriate action and for which adequate reserves have been
maintained; (ii) Liens in connection with worker's compensation, unemployment
insurance or other social security, old age pension or public liability
obligations not yet due or which are being contested in good faith by
appropriate action and for which adequate reserves have been maintained in
accordance with GAAP; (iii) vendors', carriers', warehousemen's, repairmen's,
mechanics', workmen's, materialmen's, construction or other like Liens arising
by operation of law in the ordinary course of business or incident to the
gathering, transportation, operation and maintenance of the Pipeline Properties
or statutory landlord's liens, each of which is in respect of obligations that
have not been outstanding more than 90 days or which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been
maintained in accordance with GAAP; (iv) encumbrances of third party surface
owners and owners of other estates in lands (other than lands to which any
Obligor has fee simple title) covered by Pipeline right-of-ways, permits and
easements; (v) encumbrances (other than to secure the payment of borrowed money
or the deferred purchase price of Property or services), easements,
restrictions, servitudes, permits, conditions, covenants, exceptions or
reservations in any rights of way or other Property of any Obligor or any
Subsidiary for the purpose of roads, pipelines, transmission lines,
transportation lines, distribution lines for the removal of gas, oil, or timber,
and other like purposes, or for the joint or common use of real estate, rights
of way, facilities and equipment, and defects, irregularities, zoning
restrictions and deficiencies in title of any rights of way or other Property
which in the aggregate do not materially impair the use of such rights of way or
other Property for the purposes of which such rights of way and other Property
are held by any Obligor or any Subsidiary or materially impair the value of such
Property subject thereto; (vi) that certain Surface Lease Agreement dated as of
February 1, 2000, by and between Texaco Exploration and Production, Inc.,
predecesssor in interest to APL Mid-Continent, as lessor, and Velma Federal
Credit Union, as lessee; (vii) deposits of cash or securities to secure the
performance of bids, trade contracts, leases, statutory obligations and other
obligations of a like nature incurred in the ordinary course of business; and
(viii) Liens which do not materially interfere with the occupation, use, and
enjoyment by Borrower of the Pipeline Properties in the ordinary course of
business as presently conducted or materially impair the value thereof for the
purposes thereof.

        FACILITIES means, collectively, the Revolver Facility and the Term Loan
Facility, and FACILITY means either of the Revolver Facility or the Term Loan
Facility.

        FEDERAL FUNDS RATE shall mean, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average
of the rates on overnight federal funds transactions with a member of the
Federal Reserve System arranged by federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such- day, provided, that (i) if the date for which such rate is to
be determined is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (ii) if such rate is not so
published for any day, the Federal Funds Rate for such day shall be the average
rate charged to the Administrative Agent on such day on such transactions as
determined by the Administrative Agent.

        FEE LETTERS shall mean, collectively, (i) that certain letter agreement
from Wachovia Bank, National Association, Fleet National Bank, Wachovia Capital
Markets, LLC, and Banc of America Securities LLC to the Borrower dated March 8,
2005, and (ii) that certain letter agreement from Wachovia

                                        9
<PAGE>

Bank, National Association and Wachovia Capital Markets, LLC to the Borrower
dated March 8, 2005, each concerning certain fees in connection with this
Agreement and any agreements or instruments executed in connection therewith, as
the same may be amended or replaced from time to time.

        FINANCIAL STATEMENTS shall mean the financial statement or statements of
the Borrower and its Consolidated Subsidiaries described or referred to in
SECTION 7.02.

        FOREIGN LENDER means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is resident for tax purposes.
For purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

        FUND means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

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

        GENERAL PARTNER means Atlas Pipeline Partners GP, LLC, a Delaware
limited liability company.

        GOVERNMENTAL AUTHORITY shall include the country, the state, county,
city and political subdivisions in which any Person or such Person's Property is
located or which exercises valid jurisdiction over any such Person or such
Person's Property, and any court, agency, department, commission, board, bureau
or instrumentality of any of them including monetary authorities which exercises
valid jurisdiction over any such Person or such Person's Property. Unless
otherwise specified, all references to Governmental Authority herein shall mean
a Governmental Authority having jurisdiction over, where applicable, any Obligor
or any of their Property or the Administrative Agent, any Lender or any
Applicable Lending Office.

        GOVERNMENTAL REQUIREMENT shall mean any law, statute, code, ordinance,
order, determination, rule, regulation, judgment, decree, injunction, franchise,
permit, certificate, license, authorization or other directive or requirement
(whether or not having the force of law), including, without limitation,
Environmental Laws, energy regulations and occupational, safety and health
standards or controls, of any Governmental Authority.

        GUARANTOR shall mean each Initial Guarantor and each Subsidiary of
Borrower hereafter formed or acquired, except for the Unrestricted Entities (if
any).

        GUARANTY AGREEMENT shall mean, collectively, (i) an agreement executed
by a Guarantor in form and substance satisfactory to the Administrative Agent
guarantying, unconditionally, payment of the Indebtedness, together with (ii)
any related Confirmation of Guaranty Agreement and any other amendment,
modification, supplement, restatement, ratification, or reaffirmation of any
Guaranty Agreement made in accordance with the Loan Documents.

        HEDGING AGREEMENTS shall mean any commodity, interest rate or currency
swap, cap, floor, collar, forward agreement or other exchange or protection
agreements or any option with respect to any such transaction.

        HIGHEST LAWFUL RATE means, as of a particular date, the highest
non-usurious rate of interest, if any, permitted from day to day by applicable
law. To the extent Texas law is applicable, the Lenders hereby notify and
disclose to the Borrower that, for purposes of Texas Finance Code Section
303.001, as it may

                                       10
<PAGE>

from time to time be amended, the "applicable ceiling" shall be the "weekly
ceiling" from time to time in effect as limited by Texas Finance Code Section
303.009; provided however, that to the extent permitted by applicable law, the
Lender reserves the right to change the "applicable ceiling" from time to time
by further notice and disclosure to the Borrower.

        HYDROCARBONS shall mean oil, gas, casinghead gas, drip gasoline, natural
gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and
all products refined or separated therefrom.

        INDEBTEDNESS shall mean any and all amounts owing or to be owing by the
Borrower or any other Obligor to the Administrative Agent, the Issuing Bank
and/or the Lenders or any Affiliates of Lenders in connection with the Loan
Documents now or hereafter arising between the Borrower or any other Obligor and
the Administrative Agent, the Issuing Bank, any Lender or its Affiliate and
permitted by the terms of this Agreement, and all renewals, extensions and/or
rearrangements of any of the foregoing. INDEBTEDNESS shall also include any
obligation owing to any Person under Hedging Agreements to the extent such
Person was a Lender or Affiliate thereof when such Hedging Agreement was
executed.

        INDEMNIFIED PARTIES shall have the meaning assigned such term in SECTION
12.03(a)(ii).

        INITIAL FUNDING shall mean the funding of the initial Loans or issuance
of the initial Letters of Credit upon satisfaction of the conditions set forth
in SECTIONS 6.01 and 6.02.

        INTERCOMPANY DEBT shall mean funded Debt that is owed by an Obligor to
the Borrower or to any other Obligor, or by the Borrower or any other Obligor to
another Obligor.

        INTERCOMPANY NOTES shall mean the promissory notes executed to evidence
the Intercompany Debt.

        INTEREST PERIOD shall mean, with respect to any LIBOR Loan, the period
commencing on the date such LIBOR Loan is made and ending on the numerically
corresponding day in the first, second, third or sixth calendar month
thereafter, as the Borrower may select as provided in SECTION 2.02, except that
each Interest Period which commences on the last Business Day of a calendar
month (or on any day for which there is no numerically corresponding day in the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month. Notwithstanding the foregoing: (i) no
Interest Period with respect to Revolver Loans may end after the Termination
Date in respect of the Revolver Facility, and no Interest Period with respect to
Term Loans may end after the Termination Date in respect of the Term Loan
Facility; (ii) no Interest Period for any LIBOR Loan may end after the due date
of any installment, if any, provided for in SECTION 3.01 to the extent that such
LIBOR Loan would need to be prepaid prior to the end of such Interest Period in
order for such installment to be paid when due; (iii) each Interest Period which
would otherwise end on a day which is not a Business Day shall end on the next
succeeding Business Day (or, if such next succeeding Business Day falls in the
next succeeding calendar month, on the next preceding Business Day); and (iv) no
Interest Period shall have a duration of less than one month and, if the
Interest Period for any LIBOR Loans would otherwise be for a shorter period,
such Loans shall not be available hereunder.

        ISSUING BANK shall have the meaning assigned to such term in the
introductory paragraph to this Agreement, or any other Revolver Lender agreed to
between the Borrower and the Administrative Agent to issue Letters of Credit.

        LC COMMITMENT at any time shall mean Ten Million Dollars ($10,000,000).

                                       11
<PAGE>

        LC EXPOSURE at any time shall mean the sum of (i) the aggregate amount
available to be drawn under all outstanding Letters of Credit plus (ii) the
aggregate of all amounts drawn under all Letters of Credit and not yet
reimbursed.

        LETTER OF CREDIT AGREEMENTS shall mean the written agreements with the
Issuing Bank, as issuing lender for any Letter of Credit, executed in connection
with the issuance by the Issuing Bank of the Letters of Credit, such agreements
to be on the Issuing Bank's customary form for letters of credit of comparable
amount and purpose as from time to time in effect or as otherwise agreed to by
the Borrower and the Issuing Bank.

        LETTERS OF CREDIT shall mean the stand-by letters of credit issued
pursuant to SECTION 2.01(b) and all reimbursement obligations pertaining to any
such letters of credit, and "LETTER OF CREDIT" shall mean any one of the Letters
of Credit and the reimbursement obligations pertaining thereto.

        LEVERAGE RATIO has the meaning set forth in SECTION 9.14.

        LIBOR shall mean the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) of interest determined on the basis of the rate for
deposits in Dollars for a period equal to the applicable Interest Period
commencing on the first day of such Interest Period appearing on Dow Jones
Market Service Page 3750 as of 11:00 a.m. (London time) two (2) Business Days
prior to the first day of the applicable Interest Period. In the event that such
rate does not appear on Dow Jones Market Service Page 3750, "LIBOR" shall be
determined by the Administrative Agent to be the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in Dollars
are offered by leading reference banks in the London interbank market to the
Administrative Agent at approximately 11:00 a.m. (London time) two Business Days
prior to the first day of the applicable Interest Period for a period equal to
such Interest Period and in an amount substantially equal to the amount of the
applicable Loan.

        LIBOR LOANS shall mean Loans the interest rates on which are determined
on the basis of rates referred to in the definition of "ADJUSTED LIBOR".

        LIEN shall mean any interest in Property securing an obligation owed to,
or a claim by, a Person other than the owner of the Property, whether such
interest is based on the common law, statute or contract, and whether such
obligation or claim is fixed or contingent, and including but not limited to the
lien or security interest arising from a mortgage, encumbrance, pledge, security
agreement, conditional sale or trust receipt or a lease, consignment or bailment
for security purposes. The term "LIEN" shall include reservations, exceptions,
encroachments, easements, rights of way, covenants, conditions, restrictions,
leases and other title exceptions and encumbrances affecting Property. For the
purposes of this Agreement, each Obligor shall be deemed to be the owner of any
Property which it has acquired or holds subject to a conditional sale agreement,
or leases under a financing lease or other arrangement pursuant to which title
to the Property has been retained by or vested in some other Person in a
transaction intended to create a financing.

        LIMITED PARTNERSHIP AGREEMENT shall mean that certain Second Amended and
Restated Agreement of Limited Partnership of Borrower dated as of March 9, 2004,
as such agreement may be amended, extended, revised or replaced from time to
time.

        LOAN DOCUMENTS shall mean this Agreement, the Notes, the Guaranty
Agreements, all Letters of Credit, all Letter of Credit Agreements, the Fee
Letters, the Security Instruments, Hedging Agreements entered into between
Borrower or any other Obligor and any Lender or Affiliate of any Lender and the
Consent to Assignment.

                                       12
<PAGE>

        LOANS shall mean the loans as provided for by SECTION 2.01(a) or any
continuations or conversions thereof.

        MASTER NATURAL GAS GATHERING AGREEMENTS shall mean those agreements
listed as ITEMS 1, 2, 3, 4 and 5 on SCHEDULE 7.23, as such agreements may be
amended, extended, renewed or replaced from time to time.

        MATERIAL ADVERSE CHANGE shall mean any change, effect, event, occurrence
or circumstance that (a) prevents the Borrower from performing its obligations
under the Elk City Purchase and Sale Agreement or makes impossible the
consummation of the transactions contemplated by that agreement or (b) results
in, or is reasonably expected to result in, a material adverse change in, or
effect on (including diminution in value), the business, assets, results of
operations or financial condition of the Borrower, in each case taken as a
whole, but excluding, in the case of clause (b), (i) any change or effect in, or
that is attributable to or resulting from general international, national,
regional or local economic, financial or market conditions, or the industry in
which the Borrower and Elk City operate, including market prices for
commodities, goods or services within that industry, (ii) any change in laws,
regulations, rules or accounting standards, principles or interpretations, or
(iii) any change, effect, event, occurrence or circumstance that is attributable
to (A) the announcement or consummation of the transactions contemplated by the
Elk City Purchase and Sale Agreement, (B) events, actions or agreements
contemplated by the Elk City Purchase and Agreement, or (C) actions of the Elk
City Seller or Elk City taken or omitted to be taken at the direction of, or
with the express consent of, the Borrower. For purposes of clause (b) of the
immediately preceding sentence, if the change, effect, event, occurrence or
circumstance has an effect on the Borrower is quantifiable in monetary terms,
then, notwithstanding such clause, (1) it is not a material adverse change to
the Borrower unless its negative effect exceeds, or is reasonably expected to
exceed on a present value basis, $10,000,000 and (2) it is a material adverse
change to the Borrower if its negative effect exceeds, or is reasonably expected
to exceed on a present value basis, $10,000,000.

        MATERIAL ADVERSE EFFECT shall mean any material and adverse effect on
(i) the assets, liabilities, financial condition, business, operations or
affairs of the Borrower, the General Partner, and the Guarantors taken as a
whole, or (ii) the ability of the Borrower, the General Partner, or any
Guarantor to carry out its business as at the Closing Date (excluding the
dissolution or liquidation of any Guarantor pursuant to a merger to the extent
permitted under SECTION 9.09) or meet its obligations under the Loan Documents
on a timely basis, or (iii) the Administrative Agent's and the Lenders'
interests in the collateral securing the Indebtedness, or the Administrative
Agents' or the Lenders' ability to enforce their rights and remedies under this
Agreement or any other Loan Document, at law or in equity.

        MATERIAL AGREEMENTS shall have the meaning assigned to such term in
SECTION 7.23.

        MAXIMUM REVOLVER AMOUNT shall mean, as to each Revolver Lender, the
dollar amount of such Revolver Lender's Percentage Share of the Revolver
Facility (as the same may be reduced pursuant to SECTION 2.03(a) pro rata to
each Revolver Lender based on its Percentage Share of the Revolver Facility), as
modified from time to time to reflect any assignments permitted by SECTION
12.06(b).

        MAXIMUM TERM LOAN AMOUNT shall mean, as to each Term Loan Lender, the
dollar amount of such Term Loan Lender's Percentage Share of the Term Loan
Facility.

        MOODY'S means Moody's Investor Service, Inc. and any successor thereto.

        MORTGAGED PROPERTY shall mean the Property owned by the Obligors and
which is subject to the Liens existing and to exist under the terms of the
Security Instruments.

                                       13
<PAGE>

        MULTIEMPLOYER PLAN shall mean a Plan defined as such in Section 3(37) or
4001(a)(3) of ERISA.

        NET CASH PROCEEDS means (i) with respect to any Disposition, cash
(including any cash received by way of deferred payment as and when received and
payment of amounts due under insurance policies) received by the Borrower or any
of its Subsidiaries in connection therewith and as consideration therefor, on or
after the date of consummation of such transaction, after (a) deduction of Taxes
payable in connection with or as a result of such Disposition, and (b) payment
of all usual and customary fees and expenses related to such Disposition
(including, without limitation, reasonable attorneys' fees and closing costs
incurred in connection with such transaction), and (ii) with respect to issuance
of any Debt (other than Intercompany Debt), proceeds of such Debt after payment
of all reasonable closing costs associated with the issuance thereof.

        NOTES shall mean, collectively, the Revolver Notes and the Term Loan
Notes provided for by SECTION 2.06, together with any and all renewals,
extensions for any period, increases, rearrangements, substitutions or
modifications thereof.

        OBLIGOR shall mean each Initial Obligor and each additional Person party
to a Guaranty.

        OIL AND GAS PROPERTIES shall mean all present and future Hydrocarbon
reserves located in fields and regions accessed by the Pipelines for gathering
and transportation to interstate and intrastate third party pipelines.

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

        OTHER TAXES shall have the meaning assigned such term in SECTION
4.06(b).

        PARTICIPANT has the meaning set forth in SECTION 12.06.

        PBGC shall mean the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions.

        PERCENTAGE SHARE for each Lender means on any date of determination (i)
for purposes of sharing any amount or fee payable to any Lender in respect of a
specific Facility (or subfacility thereof), the proportion that the portion of
the Principal Debt for the applicable Facility (or subfacility thereof) owed to
such Lender (whether held directly or through a participation in respect of the
Letter of Credit subfacility and determined after giving effect thereto) bears
to the Principal Debt under the applicable Facility (or subfacility thereof)
owed to all Lenders thereunder at the time in question, and (b) for all other
purposes, the proportion that the portion of the Principal Debt owed to such
Lender bears to the Principal Debt owed to all Lenders at the time in question,
or if no Principal Debt is outstanding, then the proportion that the aggregate
of such Lender's Commitment then in effect under the Facilities bears to the
Total Commitment then in effect.

        PERMITTED MERGER shall mean such merger or consolidation as is permitted
under SECTION 9.09.

        PERSON shall mean any individual, corporation, company, voluntary
association, partnership, joint venture, trust, unincorporated organization or
government or any agency, instrumentality or political subdivision thereof, or
any other form of entity.

                                       14
<PAGE>

        PIPELINES shall mean the natural gas gathering system and related
processing facilities now owned and operated as private use gathering systems by
the Obligors located in the states of New York, Ohio, Pennsylvania, Oklahoma and
Texas, and all additions thereto, and such other natural gas gathering systems
and related processing facilities owned and operated by the Obligors hereafter.

        PIPELINE PROPERTIES shall mean all Property now or hereafter acquired
related to the Pipelines and processing facilities including all buildings,
structures, fuel separators, processing plants, treatment, dehydration, and
fractionation facilities, storage and transportation equipment, liquid
extraction plants, compressors, compressor stations, pipeline interconnections,
fee lands, pumps, pumping units, field gathering systems, pipes and pipelines,
tanks and tank batteries, fixtures, valves, fittings, machinery and parts,
engines, boilers, meters, SCADA systems and software, apparatus, equipment,
appliances, tools, implements, surface leases, rights-of-way, permits, licenses,
crossing permits, easements and servitudes; all operating agreements, gathering
agreements, processing agreements, contracts and other agreements which relate
to any of the Pipelines or the gathering, transmission, exchange, processing,
hedging and sale of Hydrocarbons through the Pipelines; all Hydrocarbons used as
linefill or pad gas in the Pipelines, and all tariffs, rents, issues, profits,
proceeds, revenues and other incomes from or attributable to the Pipelines and
sale of Hydrocarbons; all Property, real or personal, now owned or hereinafter
acquired and situated upon, used, held for use or useful in connection with the
Pipelines (excluding automotive equipment or other personal property which may
be on such premises for the purpose of constructing the Pipelines or for other
similar temporary uses), together with all additions, substitutions,
replacements, accessions and attachments to any and all of the foregoing.

        PLAN shall mean any employee pension benefit plan, as defined in Section
3(2) of ERISA, which (i) is currently or hereafter sponsored, maintained or
contributed to by the Borrower, any Subsidiary or an ERISA Affiliate or (ii) was
at any time during the preceding six calendar years sponsored, maintained or
contributed to, by the Borrower, any Subsidiary or an ERISA Affiliate.

        PLEDGES shall have the meaning assigned to such term in SECTION
10.03(d).

        POST-DEFAULT RATE shall mean, in respect of any principal of any Loan or
any other amount payable by the Borrower under this Agreement or any other Loan
Document, a rate per annum equal to three and three-quarters percent (3.75%) per
annum above the Base Rate as in effect from time to time, but in no event to
exceed the Highest Lawful Rate.

        PRIME RATE shall mean the rate of interest from time to time announced
publicly by the Administrative Agent as its prime commercial lending rate. Such
rate is set by the Administrative Agent as a general reference rate of interest,
taking into account such factors as the Administrative Agent may deem
appropriate, it being understood that many of the Administrative Agent's
commercial or other loans are priced in relation to such rate, that it is not
necessarily the lowest or best rate actually charged to any customer and that
the Administrative Agent may make various commercial or other loans at rates of
interest having no relationship to such rate.

        PRINCIPAL DEBT means the sum of Revolver Principal Debt and Term Loan
Principal Debt.

        PRINCIPAL OFFICE shall mean the principal office of the Administrative
Agent, presently located at 1001 Fannin, Suite 2255, Houston, Texas 77002-6709.

        PROPERTY shall mean any interest in any kind of property or asset,
whether real, personal or mixed, moveable or immoveable, tangible or intangible.

                                       15
<PAGE>

        QUARTERLY DATE shall mean the first day of each January, April, July,
and October in each year, the first of which shall be July, 2005; provided,
however, that if any such day is not a Business Day, such Quarterly Date shall
be the next succeeding Business Day.

        QUARTERLY REPORTS shall have the meaning assigned to such term under
Section 8.01(f).

        REGISTER has the meaning set forth in SECTION 12.06.

        REGULATION D shall mean Regulation D of the Board of Governors of the
Federal Reserve System (or any successor), as the same may be amended or
supplemented from time to time.

        REGULATORY CHANGE shall mean, with respect to any Lender, any change
after the Closing Date in any Governmental Requirement (including Regulation D)
or the adoption or making after such date of any interpretations, directives or
requests applying to a class of lenders (including such Lender or its Applicable
Lending Office) of or under any Governmental Requirement (whether or not having
the force of law) by any Governmental Authority charged with the interpretation
or administration thereof.

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

        RELATED PARTIES means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

        REQUIRED LENDERS shall mean Lenders holding (i) at least 66-2/3% of the
Total Commitment, if no Default or Event of Default exists, or (ii) at least
66-2/3% of the outstanding Principal Debt, if a Default or Event of Default
exists.

        REQUIRED PAYMENT shall have the meaning assigned such term in SECTION
4.04.

        REQUIRED REVOLVER LENDERS shall mean Revolver Lenders holding (i) at
least 66-2/3% of the aggregate Revolver Commitments, if no Default or Event of
Default exists, or (ii) at least 66-2/3% of the outstanding Revolver Principal
Debt, if a Default or Event of Default exists.

        RESERVE REPORT shall mean a report, in form and substance satisfactory
to the Administrative Agent, setting forth, as of each January 1, (i) the oil
and gas reserves attributable to the Oil and Gas Properties connected to the
Pipelines accounting for eighty percent (80%) of the Pipelines' throughput,
together with a projection of the rate of production and future net income,
taxes, operating expenses and capital expenditures with respect thereto as of
such date, based upon the pricing assumptions consistent with SEC reporting
requirements at the time and (ii) such other information as the Administrative
Agent may reasonably request.

        RESERVE REQUIREMENT shall mean, for any Interest Period for any LIBOR
Loan, the average maximum rate at which reserves (including any marginal,
supplemental or emergency reserves) are required to be maintained during such
Interest Period under Regulation D by member banks of the Federal Reserve System
in New York City with deposits exceeding one billion Dollars against
"EUROCURRENCY LIABILITIES" (as such term is used in Regulation D). Without
limiting the effect of the foregoing, the Reserve Requirement shall reflect any
other reserves required to be maintained by such member banks by reason of any
Regulatory Change against (i) any category of liabilities which includes
deposits by reference to which LIBOR is to be determined as provided in the
definition of "LIBOR" or (ii) any category of extensions of credit or other
assets which include a LIBOR Loan.

                                       16
<PAGE>

        RESPONSIBLE OFFICER shall mean, as to any Person, the Chief Executive
Officer, the President or any Vice President of such Person and, with respect to
financial matters, the term "RESPONSIBLE OFFICER" shall include the Chief
Financial Officer of such Person. Unless otherwise specified, all references to
a Responsible Officer herein shall mean a Responsible Officer of the General
Partner.

        REVOLVER COMMITMENT shall mean, for any Revolver Lender, its obligation
to make Revolver Loans as provided in SECTION 2.01(a)(i) and participate in the
issuance of Letters of Credit as provided in SECTION 2.01(b) up to such Revolver
Lender's Maximum Revolver Amount (as the same may be decreased pursuant to
SECTION 2.03(a)).

        REVOLVER FACILITY means the credit facility as described in and subject
to the limitations set forth in SECTION 2.01(a)(i) hereof (as the same may be
decreased pursuant to SECTION 2.03(a)).

        REVOLVER LENDERS means, collectively, on any date of determination,
Lenders having Commitments under the Revolver Facility or that are owed Revolver
Principal Debt.

        REVOLVER LOAN means any Loan made under the Revolver Facility.

        REVOLVER NOTE means a promissory note in substantially the form of
EXHIBIT A-1, and all renewals and extensions of all or any part thereof.

        REVOLVER PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Revolver Loans, together with the
aggregate unpaid reimbursement obligations of Borrower in respect of drawings
under any Letter of Credit.

        S&P means Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc., and any successor thereto.

        SEC shall mean the Securities and Exchange Commission or any successor
Governmental Authority.

        SECURITY INSTRUMENTS shall mean the agreements or instruments described
or referred to in EXHIBIT D, and any and all other agreements or instruments now
or hereafter executed and delivered by the Obligors or any other Person (other
than participation or similar agreements between any Lender and any other lender
or creditor with respect to any Indebtedness pursuant to this Agreement) in
connection with, or as security for the payment or performance of, the Notes,
the Guaranty Agreements, the Hedging Agreements constituting Loan Documents,
this Agreement, or reimbursement obligations under the Letters of Credit, as
such agreements may be amended, supplemented or restated from time to time.

        SENIOR SECURED LEVERAGE RATIO has the meaning set forth in SECTION 9.15.

        SPECIAL ENTITY shall mean any joint venture, limited liability company
or partnership, general or limited partnership or any other type of partnership
or company other than a corporation in which the Borrower or one or more of its
other Subsidiaries is a member, owner, partner or joint venturer and owns,
directly or indirectly, at least a majority of the equity of such entity or
controls such entity, but excluding any tax partnerships that are not classified
as partnerships under state law. For purposes of this definition, any Person
which owns directly or indirectly an equity investment in another Person which
allows the first Person to manage or elect managers who manage the normal
activities of such second Person will be deemed to "CONTROL" such second Person
(e.g. a sole general partner controls a limited partnership).

                                       17
<PAGE>

        SPECTRUM ACQUISITION means the acquisition by APL Operating of the
Spectrum Shares pursuant to the Spectrum Securities Purchase Agreement and the
other documents delivered in connection therewith.

        SPECTRUM SECURITIES PURCHASE AGREEMENT means the Securities Purchase
Agreement dated as of June 10, 2004, between APL Operating, as buyer, and
Spectrum Field Services, Inc., a Delaware corporation, Energy Spectrum Partners
II LP, a Delaware limited partnership, Energy Spectrum Partners III LP, a
Delaware limited partnership, and each of the "Management Sellers" defined in
and parties to the Spectrum Securities Purchase Agreement, as sellers.

        SPECTRUM SHARES means the "Shares" defined in the Spectrum Securities
Purchase Agreement.

        SUBORDINATED DEBT means any Indebtedness for borrowed money for which an
Obligor is directly and primarily obligated, so long as such Debt (i) does not
have any stated maturity before the maturity of the Facilities, (ii) has terms
that are no more restrictive upon the Obligor than the terms of the Loan
Documents, (iii) is subordinated, upon terms satisfactory to Administrative
Agent, to the payment and collection of the Indebtedness, and (iv) is unsecured.

        SUBSIDIARY shall mean (i) any corporation of which at least a majority
of the outstanding shares of stock having by the terms thereof ordinary voting
power to elect a majority of the board of directors of such corporation
(irrespective of whether or not at the time stock of any other class or classes
of such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned or
controlled by the Borrower or one or more of its Subsidiaries or by the Borrower
and one or more of its Subsidiaries and (ii) any Special Entity.

        TAXES shall have the meaning assigned such term in SECTION 4.06(a).

        TERM LOAN means any Loan made under the Term Loan Facility.

        TERM LOAN COMMITMENT means, for any Term Loan Lender, its obligation to
make Term Loans as provided in SECTION 2.01(a)(ii) up to such Term Loan Lender's
Maximum Term Loan Amount.

        TERM LOAN FACILITY means the credit facility as described in and subject
to the limitations set forth in SECTION 2.01(a)(ii) hereof.

        TERM LOAN LENDERS means, collectively, on any date of determination,
Lenders having Commitments under the Term Loan Facility or that are owed Term
Loan Principal Debt.

        TERM LOAN NOTE means a promissory note substantially in the form of
EXHIBIT A-2, and all renewals and extensions of all or any part thereof.

        TERM LOAN PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Loans under the Term Loan Facility.

        TERMINATION DATE means (i) for purposes of the Revolver Facility, the
earlier of (a) April 13, 2010, and (b) the effective date that Revolver Lenders'
Revolver Commitments are otherwise canceled or terminated, and (ii) for purposes
of the Term Loan Facility, (a) the earlier of April 13, 2010, and (b) the
effective date of any other termination, cancellation or acceleration of the
Term Loan Facility.

                                       18
<PAGE>

        TOTAL COMMITMENT means, at any time, the sum of the aggregate Revolver
Commitments and aggregate Term Loan Commitments in effect for all Lenders in
respect of the Revolver Facility and the Term Loan Facility.

        TRANSFER shall mean any sale, assignment, sub-lease, conveyance or other
transfer of any Pipeline Property, or any interest in any Pipeline Property of
any Obligor, except for (i) the sale of firm transportation space or
interruptible transportation space in the Pipelines in the ordinary course of
business on a current basis, or (ii) the sale or transfer of equipment in the
ordinary course of business that is no longer necessary for the business of any
Obligor or is contemporaneously replaced by equipment of at least comparable
value and use.

        TYPE shall mean, with respect to any Loan, a Base Rate Loan or a LIBOR
Loan.

        UNRESTRICTED ENTITIES shall mean Subsidiaries of the Borrower designated
as UNRESTRICTED ENTITIES by the Borrower and approved by Required Lenders.

        VIKING shall mean Viking Resources Corporation, a Pennsylvania
corporation.

        WACHOVIA means Wachovia Bank, National Association.

        WHOLLY OWNED SUBSIDIARY shall mean a Subsidiary for which all of the
outstanding shares of stock or other equity of such entity is owned directly or
indirectly by Borrower.

        Section 1.03   ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
determinations with respect to accounting matters hereunder shall be made, and
all financial statements and certificates and reports as to financial matters
required to be furnished to the Administrative Agent or the Lenders hereunder
shall be prepared, in accordance with GAAP, applied on a basis consistent with
the audited financial statements of the Borrower referred to in SECTION 7.02
(except for changes concurred with by the Borrower's independent public
accountants).

                                   ARTICLE II
                                   COMMITMENTS

        Section 2.01   LOANS AND LETTERS OF CREDIT.

                (a) LOANS.

                        (i)  Subject to and in reliance upon the terms,
                conditions, representations and warranties in the Loan
                Documents, each Revolver Lender severally agrees to make
                Revolver Loans to the Borrower during the period from and
                including (i) the Closing Date or (ii) such later date that such
                Revolver Lender becomes a party to this Agreement as provided in
                SECTION 12.06(b), to and up to, but excluding, the Termination
                Date in respect of the Revolver Facility in an aggregate
                principal amount at any one time outstanding up to, but not
                exceeding, the amount of such Revolver Lender's Revolver
                Commitment as then in effect; provided however, that the
                aggregate principal amount of all such Revolver Loans by all

                                       19
<PAGE>

                Revolver Lenders hereunder at any one time outstanding together
                with the LC Exposure shall not exceed the Aggregate Maximum
                Revolver Amount. Subject to the terms of this Agreement, during
                the period from the Closing Date to and up to, but excluding,
                the Termination Date in respect of the Revolver Facility, the
                Borrower may borrow, repay and reborrow the amount described in
                this SECTION 2.01(a).

                        (ii)  Subject to and in reliance upon the terms,
                conditions, representations and warranties in the Loan
                Documents, each Term Loan Lender severally, but not jointly,
                agrees to lend to the Borrower in a single advance on the
                Closing Date a Term Loan in an amount equal to such Lender's
                Term Loan Commitment. The aggregate principal amount of the the
                Term Loans of the Lenders shall not exceed Forty-Five Million
                Dollars ($45,000,000). If all or any portion of the Term Loan
                Principal Debt is paid or prepaid by the Borrower, then the
                amount so paid or prepaid may not be reborrowed.

                (b) LETTERS OF CREDIT. During the period from and including the
        Closing Date to, but excluding, five (5) Business Days prior to the
        Termination Date in respect of the Revolver Facility, the Issuing Bank,
        as issuing bank for the Revolver Lenders, agrees to extend credit for
        the account of any Obligor at any time and from time to time by issuing,
        renewing, extending or reissuing Letters of Credit; provided however,
        that the LC Exposure at any one time outstanding shall not exceed the
        lesser of (i) the LC Commitment or (ii) the Aggregate Maximum Revolver
        Amount, as then in effect, minus the aggregate principal amount of all
        Revolver Loans then outstanding. The Revolver Lenders shall participate
        in such Letters of Credit according to their respective Percentage
        Shares of the Revolver Facility. Each of the Letters of Credit shall (i)
        be issued by the Issuing Bank, (ii) contain such terms and provisions as
        are reasonably required by the Issuing Bank, (iii) be for the account of
        such Obligor, and (iv) expire not later than the earlier of (A) twelve
        months from the date of issuance of such Letter of Credit and (B) five
        (5) Business Days before the Termination Date in respect of the Revolver
        Facility.

                (c) LIMITATION ON TYPES OF LOANS. Subject to the other terms and
        provisions of this Agreement, at the option of the Borrower, the Loans
        may be Base Rate Loans or LIBOR Loans; provided that, without the prior
        written consent of the Required Lenders, no more than seven LIBOR Loans
        may be outstanding at any time.

        Section 2.02   BORROWINGS, CONTINUATIONS AND CONVERSIONS, LETTERS OF
CREDIT.

                (a) BORROWINGS. The Borrower shall give the Administrative Agent
        (which shall promptly notify the Lenders) advance notice as hereinafter
        provided of each borrowing hereunder, which shall specify (i) the
        aggregate amount of such borrowing, (ii) the Type and (iii) the date
        (which shall be a Business Day) of the Loans, and (iv) (in the case of
        LIBOR Loans) the duration of the Interest Period therefor.

                (b) MINIMUM AMOUNTS. If a borrowing consists in whole or in part
        of LIBOR Loans, such LIBOR Loans shall be in amounts of at least Five
        Hundred Thousand Dollars ($500,000) or any whole multiple of Two Hundred
        Fifty Thousand Dollars ($250,000) in excess thereof. If a borrowing
        consists in whole or in part of Base Rate Loans, such Base Rate Loans
        shall be in amounts of at least One Hundred Thousand Dollars ($100,000)
        or integral multiples of One Hundred Thousand Dollars ($100,000) in
        excess thereof.

                (c) NOTICES. All borrowings, continuations and conversions shall
        require advance written notice to the Administrative Agent (which shall
        promptly notify the Lenders) in the form of EXHIBIT B (or telephonic
        notice promptly confirmed by such a written notice), which in each case
        shall be irrevocable, from the Borrower to be received by the
        Administrative Agent not later than 12:00 p.m. Charlotte, North Carolina
        time at least one Business Day prior to the date of each Base Rate Loan
        borrowing and three Business Days prior to the date of each LIBOR Loan

                                       20
<PAGE>

        borrowing, continuation or conversion. Without in any way limiting the
        Borrower's obligation to confirm in writing any telephonic notice, the
        Administrative Agent may act without liability upon the basis of
        telephonic notice believed by the Administrative Agent in good faith to
        be from the Borrower prior to receipt of written confirmation. In each
        such case, the Borrower hereby waives the right to dispute the
        Administrative Agent's record of the terms of such telephonic notice
        except in the case of gross negligence or willful misconduct by the
        Administrative Agent.

                (d) CONTINUATION OPTIONS. Subject to the provisions made in this
        SECTION 2.02(d), the Borrower may elect to continue all or any part of
        any LIBOR Loan beyond the expiration of the then current Interest Period
        relating thereto by giving advance notice as provided in SECTION 2.02(c)
        to the Administrative Agent (which shall promptly notify the Lenders) of
        such election, specifying the amount of such Loan to be continued and
        the Interest Period therefor. In the absence of such a timely and proper
        election, the Borrower shall be deemed to have elected to convert such
        LIBOR Loan to a Base Rate Loan pursuant to SECTION 2.02(e). All or any
        part of any LIBOR Loan may be continued as provided herein, provided
        that (i) any continuation of any such Loan shall be (as to each Loan as
        continued for an applicable Interest Period) in amounts of at least Five
        Hundred Thousand Dollars ($500,000) or any whole multiple of Two Hundred
        Fifty Thousand Dollars ($250,000) in excess thereof and (ii) no Default
        shall have occurred and be continuing. If a Default shall have occurred
        and be continuing, each LIBOR Loan shall be converted to a Base Rate
        Loan on the last day of the Interest Period applicable thereto.

                (e) CONVERSION OPTIONS. The Borrower may elect to convert all or
        any part of any LIBOR Loan on the last day of the then current Interest
        Period relating thereto to a Base Rate Loan by giving advance notice to
        the Administrative Agent (which shall promptly notify the Lenders) of
        such election. Subject to the provisions made in this SECTION 2.02(e),
        the Borrower may elect to convert all or any part of any Base Rate Loan
        at any time and from time to time to a LIBOR Loan by giving advance
        notice as provided in SECTION 2.02(c) to the Administrative Agent (which
        shall promptly notify the Lenders) of such election. All or any part of
        any outstanding Loan may be converted as provided herein, provided that
        (i) any conversion of any Base Rate Loan into a LIBOR Loan shall be (as
        to each such Loan into which there is a conversion for an applicable
        Interest Period) in amounts of at least Five Hundred Thousand Dollars
        ($500,000) or any whole multiple of Two Hundred Fifty Thousand Dollars
        ($250,000) in excess thereof and (ii) no Default shall have occurred and
        be continuing. If a Default shall have occurred and be continuing, no
        Base Rate Loan may be converted into a LIBOR Loan.

                (f) ADVANCES. Not later than 12:00 p.m. Charlotte, North
        Carolina time on the date specified for each the borrowing hereunder,
        each Lender shall make available the amount of the Loan to be made by it
        on such date to the Administrative Agent, to an account which the
        Administrative Agent shall specify, in immediately available funds, for
        the account of the Borrower. The amounts so received by the
        Administrative Agent shall, subject to the terms and conditions of this
        Agreement, be made available to the Borrower by depositing the same, in
        immediately available funds, in an account of the Borrower, designated
        by the Borrower and maintained at the Principal Office, or in such other
        accounts designated by the Borrower.

                (g) LETTERS OF CREDIT. The Borrower shall give the Issuing Bank
        (which shall promptly notify the Lenders of such request and their
        Percentage Share of such Letter of Credit) advance notice to be received
        by the Issuing Bank not later than 12:00 p.m. Charlotte, North Carolina
        time not less than three Business Days prior thereto of each request for
        the issuance, and at least ten Business Days prior to the date of the
        renewal or extension, of a Letter of Credit hereunder which request
        shall specify (i) the amount of such Letter of Credit, (ii) the date
        (which shall be a Business Day) such Letter of Credit is to be issued,
        renewed or extended, (iii) the duration

                                       21
<PAGE>

        thereof, (iv) the name and address of the beneficiary thereof, and (v)
        such other information as the Issuing Bank may reasonably request, all
        of which shall be reasonably satisfactory to the Issuing Bank. Subject
        to the terms and conditions of this Agreement, on the date specified for
        the issuance, renewal or extension of a Letter of Credit, the
        Administrative Agent shall issue, renew or extend such Letter of Credit
        to the beneficiary thereof.

        In conjunction with the issuance of each Letter of Credit, the Borrower
shall execute a Letter of Credit Agreement. In the event of any conflict between
any provision of a Letter of Credit Agreement and this Agreement, the Borrower,
the Issuing Bank, the Administrative Agent and the Revolver Lenders hereby agree
that the provisions of this Agreement shall govern.

        The Issuing Bank will send to the Borrower and each Revolver Lender,
immediately upon issuance of any Letter of Credit, or an amendment thereto, a
true and complete copy of such Letter of Credit, or such amendment thereto.

        Section 2.03   CHANGES OF COMMITMENTS.

                (a) The Borrower shall have the right to terminate or to reduce
        the amount of the Aggregate Maximum Revolver Amounts at any time, or
        from time to time, upon not less than thirty (30) days' prior notice to
        the Administrative Agent (who shall promptly notify the Lenders) of each
        such termination or reduction, which notice shall specify the effective
        date thereof and the amount of any such reduction (which shall not be
        less than One Million Dollars ($1,000,000) or any whole multiple of One
        Million Dollars ($1,000,000) in excess thereof, and no more than an
        amount by which the Aggregate Maximum Revolver Amounts would be less
        than the aggregate outstanding principal amount of the Revolver Loans
        plus the LC Exposure) and shall be irrevocable and effective only upon
        receipt by the Administrative Agent.

                (b) The Aggregate Maximum Revolver Amounts, once terminated or
        reduced, may not be reinstated.

        Section 2.04   FEES.

                (a) COMMITMENT FEE. The Borrower shall pay to the Administrative
        Agent for the account of each Revolver Lender a commitment fee on the
        daily average unused amount of the aggregate Revolver Commitments, up
        to, but excluding, the Termination Date in respect of the Revolver
        Facility at a rate per annum equal to (i) 0.375% during any period in
        which the Leverage Ratio is less than or equal to 3.00 to 1.00, or (ii)
        0.50% during any period in which the Leverage Ratio is greater than 3.00
        to 1.00. Accrued commitment fees shall be payable quarterly in arrears
        on each Quarterly Date and on the Termination Date in respect of the
        Revolver Facility. Each change in the commitment fee resulting from a
        change in the Leverage Ratio shall take effect on the date of delivery
        by the Borrower to the Administrative Agent of notice thereof pursuant
        to SECTION 8.01(j). If the Borrower fails to deliver a compliance
        certificate when required pursuant to SECTION 8.01(j), then the
        commitment fee shall equal 0.50% until such date as the Borrower
        delivers such compliance certificate to the Administrative Agent.

                (b) LETTER OF CREDIT FEES.

                        (i) The Borrower agrees to pay the Administrative Agent,
                for the account of each Revolver Lender, commissions for issuing
                the Letters of Credit on the daily average outstanding of the
                maximum liability of the Issuing Bank existing from time to time
                under such Letter of Credit (calculated separately for each
                Letter of Credit) at the rate per

                                       22
<PAGE>

                annum equal to the Applicable Margin in effect from time to time
                for LIBOR Loans, provided, that each Letter of Credit shall bear
                a minimum commission of Five Hundred Dollars ($500) and further
                provided, during any period commencing on the date of an Event
                of Default until the same is paid in full or all Events of
                Default are cured and waived, equal to the Post-Default Rate.
                Each Letter of Credit shall be deemed to be outstanding up to
                the full face amount of the Letter of Credit until the Issuing
                Bank has received the canceled Letter of Credit or a written
                cancellation of the Letter of Credit from the beneficiary of
                such Letter of Credit in form and substance acceptable to the
                Issuing Bank, or for any reductions in the amount of the Letter
                of Credit (other than from a drawing), written notification from
                the beneficiary of such Letter of Credit. Such commissions are
                payable in advance at issuance of the Letter of Credit for the
                first year thereof and thereafter, quarterly in arrears on each
                Quarterly Date and upon cancellation or expiration of each such
                Letter of Credit.

                        (ii) The Borrower agrees to pay the Administrative
                Agent, for the account of the Issuing Bank, commissions for
                issuing the Letters of Credit (calculated separately for each
                Letter of Credit) equal to 0.125% of the face amount of each
                Letter of Credit, payable upon issuance of such Letter of
                Credit.

                        (iii) The Borrower shall pay to the Administrative
                Agent, for the account of the Issuing Bank, other customery fees
                assessed by the Issuing Bank in connection with the
                administration of its Letters of Credit.

                (c) FEE LETTERS. The Borrower shall pay to Administrative Agent
        and the Co-Lead Arrangers for their respective accounts such other fees
        as are set forth in the Fee Letters on the dates specified therein to
        the extent not paid prior to the Closing Date.

        Section 2.05   SEVERAL OBLIGATIONS. The failure of any Lender to make
any Loan to be made by it or to provide funds for disbursements or
reimbursements under Letters of Credit on the date specified therefor shall not
relieve any other Lender of its obligation to make its Loan or provide funds on
such date, but no Lender shall be responsible for the failure of any other
Lender to make a Loan to be made by such other Lender or to provide funds to be
provided by such other Lender.

        Section 2.06   NOTES. The Revolver Loans made by each Revolver Lender
shall be evidenced by a Revolver Note dated as of (i) the Closing Date or (ii)
the effective date of an Assignment and Assumption, payable to the order of such
Revolver Lender in a principal amount equal to its Maximum Revolver Amount as
originally in effect and otherwise duly completed and such substitute Notes as
required by SECTION 12.06. The Term Loan made by each Term Loan Lender shall be
evidenced by a Term Loan Note dated as of (x) the Closing Date or (y) the
effective date of an Assignment and Assumption, payable to the order of such
Term Loan Lender in a principal amount equal to its Maximum Term Loan Amount as
originally in effect and otherwise duly completed and such substitute Term Loan
Notes as required by SECTION 12.06. The date, amount, Type, interest rate and
Interest Period of each Loan made by each Lender, and all payments made on
account of the principal thereof, shall be recorded by such Lender on its books
for its Note, and, prior to any transfer may be endorsed by such Lender on the
schedule attached to such Note or any continuation thereof or on any separate
record maintained by such Lender. Failure to make any such notation or to attach
a schedule shall not affect any Lender's or the Borrower's rights or obligations
in respect of such Loans or affect the validity of such transfer by any Lender
of its Note.

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<PAGE>

        Section 2.07   PREPAYMENTS.

                (a) VOLUNTARY PREPAYMENTS. The Borrower may prepay the Base Rate
        Loans upon not less than one (1) Business Day's prior notice to the
        Administrative Agent (which shall promptly notify the Lenders), which
        notice shall specify the prepayment date (which shall be a Business Day)
        and the amount of the prepayment (which shall be at least One Hundred
        Thousand Dollars ($100,000) or the remaining aggregate principal balance
        outstanding on the Notes) and shall be irrevocable and effective only
        upon receipt by the Administrative Agent, provided that interest on the
        principal prepaid, accrued to the prepayment date, shall be paid on the
        prepayment date. The Borrower may prepay LIBOR Loans on the same
        conditions as for Base Rate Loans (except that prior notice to the
        Administrative Agent shall be not less than three (3) Business Days for
        LIBOR Loans) and in addition such prepayments of LIBOR Loans shall be
        subject to the terms of SECTION 5.05 and shall be in an amount equal to
        all of the LIBOR Loans for the Interest Period prepaid. In the event of
        a voluntary prepayment of any Revolver Loans pursuant to this SECTION
        2.07(a), Borrower shall be entitled to reborrow such amounts pursuant to
        SECTION 2.01(a)(i).

                (b)      MANDATORY PREPAYMENTS.

                        (i) The Borrower shall prepay the Principal Debt in an
                amount equal to the portion of Net Cash Proceeds (other than
                Equity Net Cash Proceeds) in excess of Five Hundred Thousand
                Dollars ($500,000) on the first Business Day following the
                receipt thereof.

                        (ii) The Borrower shall prepay the Principal Debt in an
                amount equal to Equity Net Cash Proceeds required to reduce the
                Borrower's Senior Secured Leverage Ratio to or below 3.50 to
                1.00 on the first Business Day following receipt of such Equity
                Net Cash Proceeds.

                (c) GENERALLY. Prepayments permitted under this SECTION 2.07
        shall be without premium or penalty, except as required under SECTION
        5.05 for prepayment of LIBOR Loans. Any voluntary prepayment of the
        Principal Debt shall be applied to the Revolver Principal Debt and the
        Term Loan Principal Debt at the Borrower's discretion; provided, that
        upon any Default or Event of Default, any such prepayment shall be
        allocated pro rata to each Revolver Lender and each Term Loan Lender in
        accordance with its Percentage Share of the Principal Debt. Any
        mandatory prepayment of the Principal Debt under CLAUSE (b) above shall
        be applied first against the Term Loan Principal Debt, and the balance,
        if any, shall be applied against the Revolver Principal Debt. With
        respect to the Revolver Loans, any mandatory prepayments made pursuant
        to CLAUSE (b)(ii) above and any voluntary prepayments may be reborrowed
        subject to the then effective Aggregate Maximum Revolver Amount.

        Section 2.08   ASSUMPTION OF RISKS. The Borrower assumes all risks of
the acts or omissions of any beneficiary of any Letter of Credit or any
transferee thereof with respect to its use of such Letter of Credit. Neither the
Issuing Bank (except in the case of gross negligence or willful misconduct on
the part of the Issuing Bank or any of its employees), its correspondents nor
any Revolver Lender shall be responsible for the validity, sufficiency or
genuineness of certificates or other documents or any endorsements thereon, even
if such certificates or other documents should in fact prove to be invalid,
insufficient, fraudulent or forged; for errors, omissions, interruptions or
delays in transmissions or delivery of any messages by mail, telex, or
otherwise, whether or not they be in code; for errors in translation or for
errors in interpretation of technical terms; the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign any
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason;
the failure of any beneficiary or any transferee of any Letter of Credit to
comply fully with conditions required in order to draw upon any Letter of
Credit; or for any other consequences arising from

                                       24
<PAGE>

causes beyond the Issuing Bank's control or the control of the Issuing Bank's
correspondents. In addition, neither the Issuing Bank, the Administrative Agent
nor any Revolver Lender shall be responsible for any error, neglect, or default
of any of the Issuing Bank's correspondents; and none of the above shall affect,
impair or prevent the vesting of any of the Issuing Bank's, the Administrative
Agent's or any Revolver Lender's rights or powers hereunder or under the Letter
of Credit Agreements, all of which rights shall be cumulative. The Issuing Bank
and its correspondents may accept certificates or other documents that appear on
their face to be in order, without responsibility for further investigation of
any matter contained therein regardless of any notice or information to the
contrary. In furtherance and not in limitation of the foregoing provisions, the
Borrower agrees that any action, inaction or omission taken or not taken by the
Issuing Bank or by any correspondent for the Issuing Bank in good faith in
connection with any Letter of Credit, or any related drafts, certificates,
documents or instruments, shall be binding on the Borrower and shall not put the
Issuing Bank or its correspondents under any resulting liability to the
Borrower.

        Section 2.09   OBLIGATION TO REIMBURSE AND TO PREPAY.

                (a) If a disbursement by the Issuing Bank is made under any
        Letter of Credit, the Borrower shall pay to the Administrative Agent
        within two (2) Business Days after notice of any such disbursement is
        received by the Borrower, the amount of each such disbursement made by
        the Issuing Bank under the Letter of Credit (if such payment is not
        sooner effected as may be required under this SECTION 2.09 or under
        other provisions of the Letter of Credit), together with interest on the
        amount disbursed from and including the date of disbursement until
        payment in full of such disbursed amount at a varying rate per annum
        equal to (i) the then applicable interest rate for Base Rate Loans
        through the second Business Day after notice of such disbursement is
        received by the Borrower and (ii) thereafter, the Post-Default Rate for
        Base Rate Loans (but in no event to exceed the Highest Lawful Rate) for
        the period from and including the third Business Day following the date
        of such disbursement to and including the date of repayment in full of
        such disbursed amount. The obligations of the Borrower under this
        Agreement with respect to each Letter of Credit shall be absolute,
        unconditional and irrevocable and shall be paid or performed strictly in
        accordance with the terms of this Agreement under all circumstances
        whatsoever, including, without limitation, but only to the fullest
        extent permitted by applicable law, the following circumstances: (i) any
        lack of validity or enforceability of this Agreement, any Letter of
        Credit or any of the Security Instruments; (ii) any amendment or waiver
        of (including any default), or any consent to departure from this
        Agreement (except to the extent permitted by any amendment or waiver),
        any Letter of Credit or any of the Security Instruments; (iii) the
        existence of any claim, set-off, defense or other rights which the
        Borrower may have at any time against the beneficiary of any Letter of
        Credit or any transferee of any Letter of Credit (or any Persons for
        whom any such beneficiary or any such transferee may be acting), the
        Issuing Bank, the Administrative Agent, any Revolver Lender or any other
        Person, whether in connection with this Agreement, any Letter of Credit,
        the Security Instruments, the transactions contemplated hereby or any
        unrelated transaction; (iv) any statement, certificate, draft, notice or
        any other document presented under any Letter of Credit proves to have
        been forged, fraudulent, insufficient or invalid in any respect or any
        statement therein proves to have been untrue or inaccurate in any
        respect whatsoever; (v) payment by the Issuing Bank under any Letter of
        Credit against presentation of a draft certificate which appears on its
        face to comply, but does not comply, with the terms of such Letter of
        Credit; and (vi) any other circumstance or happening whatsoever, whether
        or not similar to any of the foregoing.

        Notwithstanding anything in this Agreement to the contrary, the Borrower
        will not be liable for payment or performance that results from the
        gross negligence or willful misconduct of the Issuing Bank, except (i)
        where the Borrower or any Subsidiary actually recovers the proceeds for

                                       25
<PAGE>

        itself or the Issuing Bank of any payment made by the Issuing Bank in
        connection with such gross negligence or willful misconduct or (ii) in
        cases where the Administrative Agent makes payment to the named
        beneficiary of a Letter of Credit.

                (b) In the event of the occurrence of any Event of Default or
        the maturity of the Revolver Notes, whether by acceleration or
        otherwise, an amount equal to the LC Exposure shall be deemed to be
        forthwith due and owing by the Borrower to the Issuing Bank, the
        Administrative Agent and the Revolver Lenders as of the date of any such
        occurrence; and the Borrower's obligation to pay such amount shall be
        absolute and unconditional, without regard to whether any beneficiary of
        any such Letter of Credit has attempted to draw down all or a portion of
        such amount under the terms of a Letter of Credit, and, to the fullest
        extent permitted by applicable law, shall not be subject to any defense
        or be affected by a right of set-off, counterclaim or recoupment which
        the Borrower may now or hereafter have against any such beneficiary, the
        Issuing Bank, the Administrative Agent, the Revolver Lenders or any
        other Person for any reason whatsoever. Such payments shall be held by
        the Issuing Bank on behalf of the Revolver Lenders as cash collateral
        securing the LC Exposure in an account or accounts at the Principal
        Office; and the Borrower hereby grants to and by its deposit with the
        Administrative Agent grants to the Administrative Agent a security
        interest in such cash collateral. In the event of any such payment by
        the Borrower of amounts contingently owing under outstanding Letters of
        Credit and in the event that thereafter drafts or other demands for
        payment complying with the terms of such Letters of Credit are not made
        prior to the respective expiration dates thereof, the Administrative
        Agent agrees, if no Event of Default has occurred and is continuing or
        if no other amounts are outstanding under this Agreement, the Notes or
        the Security Instruments, to remit to the Borrower amounts for which the
        contingent obligations evidenced by the Letters of Credit have ceased.

                (c) Each Revolver Lender severally and unconditionally agrees
        that it shall promptly reimburse the Issuing Bank an amount equal to
        such Revolver Lender's Percentage Share of any disbursement made by the
        Issuing Bank under any Letter of Credit that is not reimbursed according
        to this SECTION 2.09.

                (d) Notwithstanding anything to the contrary contained herein,
        if no Event of Default has occurred and is continuing, and subject to
        Availability under the Revolver Facility, to the extent the Borrower has
        not reimbursed the Issuing Bank for any drawn upon Letter of Credit
        within one (1) Business Day after notice of such disbursement has been
        received by the Borrower, the amount of such Letter of Credit
        reimbursement obligation shall automatically be funded by the Revolver
        Lenders as a Revolver Loan hereunder and used by the Revolver Lenders to
        pay such Letter of Credit reimbursement obligation. If an Event of
        Default has occurred and is continuing, or if the funding of such Letter
        of Credit reimbursement obligation as a Revolver Loan would cause the
        aggregate amount of all Revolver Loans outstanding to exceed the
        Aggregate Maximum Revolver Amount (after reduction for LC Exposure),
        such Letter of Credit reimbursement obligation shall not be funded as a
        Revolver Loan, but instead shall accrue interest as provided in SECTION
        2.09(a).

        Section 2.10   LENDING OFFICES. The Loans of each Type made by each
Lender shall be made and maintained at such Lender's Applicable Lending Office
for Loans of such Type.

                                       26
<PAGE>

                                  ARTICLE III
                       PAYMENTS OF PRINCIPAL AND INTEREST

        Section 3.01   REPAYMENT OF LOANS.

                (a) LOANS.

                        (i)  The Revolver Principal Debt is due and payable on
                the Termination Date in respect of the Revolver Facility.

                        (ii) The Term Loan Principal Debt is due and payable in
                quarterly installments in the amounts set forth on SCHEDULE 3.01
                hereto (each, an "AMORTIZATION PAYMENT"), commencing on October
                1, 2005, and continuing thereafter on each Quarterly Date, with
                a final payment due on the Termination Date in respect of the
                Term Loan Facility in an amount equal to all Term Loan Principal
                Debt then outstanding; provided, that each prepayment by the
                Borrower of outstanding Term Loan Principal Debt in accordance
                with the provisions set forth in SECTIONS 2.07(b)(i) AND
                2.07(b)(ii) hereof shall ratably reduce the remaining
                Amortization Payments due under this Agreement by an amount
                that, in the aggregate, equals the amount of such prepayments.

                (b) GENERALLY. The Borrower will pay to the Administrative
        Agent, for the account of each Lender, the principal payments required
        by this SECTION 3.01.

        Section 3.02   INTEREST.

                (a) INTEREST RATES. The Borrower will pay to the Administrative
        Agent, for the account of each Lender, interest on the unpaid principal
        amount of each Loan made by such Lender for the period commencing on the
        date such Loan is made to, but excluding, the date such Loan shall be
        paid in full, at the following rates per annum:

                        (i) if such a Loan is a Base Rate Loan, the Base Rate
                (as in effect from time to time) plus the Applicable Margin, but
                in no event to exceed the Highest Lawful Rate; and

                        (ii) if such a Loan is a LIBOR Loan, for each Interest
                Period relating thereto, the Adjusted LIBOR for such Loan plus
                the Applicable Margin (as in effect from time to time), but in
                no event to exceed the Highest Lawful Rate.

                (b) POST-DEFAULT RATE. Notwithstanding the foregoing, the
        Borrower will pay to the Administrative Agent, for the account of each
        Lender, interest at the applicable Post-Default Rate on any Loan made by
        such Lender, and (to the fullest extent permitted by law) on any other
        amount payable by the Borrower hereunder, under any Loan Document or
        under any Note held by such Lender to or for account of such Lender, for
        the period commencing on the date of an Event of Default until the same
        is paid in full or all Events of Default are cured or waived.

                (c) DUE DATES. Accrued interest on Base Rate Loans shall be
        payable on each Quarterly Date commencing on July 1, 2005, and accrued
        interest on each LIBOR Loan shall be payable on the last day of the
        Interest Period therefor and, if such Interest Period is longer than
        three months, at three-month intervals following the first day of such
        Interest Period, except that interest payable at the Post-Default Rate
        shall be payable from time to time on demand and interest on any LIBOR
        Loan that is converted into a Base Rate Loan (pursuant to SECTION 5.04)
        shall be payable on the date of conversion (but only to the extent so
        converted). Any accrued and unpaid interest on the Revolver Loans on the
        Termination Date in respect of the Revolver Facility shall be paid on
        such date and any accrued and unpaid interest on the Term Loans on the
        Termination Date in respect of the Term Loan Facility shall be paid on
        such date.

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<PAGE>

                (d) DETERMINATION OF RATES. Promptly after the determination of
        any interest rate provided for herein or any change therein, the
        Administrative Agent shall notify the Lenders to which such interest is
        payable and the Borrower thereof. Each determination by the
        Administrative Agent of an interest rate or fee hereunder shall, except
        in cases of manifest error, be final, conclusive and binding on the
        parties.

                                   ARTICLE IV
                PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

        Section 4.01   PAYMENTS. Except to the extent otherwise provided herein,
all payments of principal, interest and other amounts to be made by the Borrower
under this Agreement, the Notes, Letters of Credit, and the Letter of Credit
Agreements shall be made in Dollars, in immediately available funds, to the
Administrative Agent at such account as the Administrative Agent shall specify
by notice to the Borrower from time to time, not later than 12:00 p.m.
Charlotte, North Carolina time on the date on which such payments shall become
due (each such payment made after such time on such due date to be deemed to
have been made on the next succeeding Business Day). Such payments shall be made
without (to the fullest extent permitted by applicable law) defense, set-off or
counterclaim. Each payment received by the Administrative Agent under this
Agreement or any Note for account of a Lender shall be paid promptly to such
Lender in immediately available funds. Except as otherwise provided in the
definition of "Interest Period", if the due date of any payment under this
Agreement or any Note would otherwise fall on a day which is not a Business Day
such date shall be extended to the next succeeding Business Day and interest
shall be payable for any principal so extended for the period of such extension.
At the time of each payment to the Administrative Agent of any principal of or
interest on any borrowing, the Borrower shall notify the Administrative Agent of
the Loans to which such payment shall apply. In the absence of such notice the
Administrative Agent may specify the Loans to which such payment shall apply,
but to the extent possible such payment or prepayment will be applied first to
the Loans comprised of Base Rate Loans.

        Section 4.02   PRO RATA TREATMENT. Except to the extent otherwise
provided herein, each Lender agrees that: (i) each borrowing from the Lenders
under SECTION 2.01 and each continuation and conversion under SECTION 2.02 shall
be made from the Lenders pro rata in accordance with their Percentage Share of
the aggregate Revolver Commitments or aggregate Term Loan Commitments, as the
case may be, each payment of fees under SECTIONS 2.04(a) and 2.04(b)(i), shall
be made for account of the Revolver Lenders pro rata in accordance with their
Percentage Share of the aggregate Revolver Commitments, and each termination or
reduction of the amount of the Aggregate Maximum Revolver Amount under SECTION
2.03(a) shall be applied to the Revolver Commitment of each Revolver Lender, pro
rata according to the amounts of its respective Revolver Commitment; (ii) each
payment of principal of Revolver Loans by the Borrower shall be made for account
of the Revolver Lenders pro rata in accordance with the respective unpaid
principal amount of the Revolver Loans held by the Revolver Lenders; (iii) each
payment of interest on Revolver Loans by the Borrower shall be made for account
of the Revolver Lenders pro rata in accordance with the amounts of interest due
and payable to the respective Revolver Lenders; (iv) each payment of principal
of Term Loans by the Borrower shall be made for account of the Term Loan Lenders
pro rata in accordance with the respective unpaid principal amount of the Term
Loans held by the Term Loan Lenders; (v) each payment of interest on Term Loans
by the Borrower shall be made for account of the Term Loan Lenders pro rata in
accordance with the amounts of interest due and payable to the respective Term
Loan Lenders; and (vi) each reimbursement by the Borrower of disbursements under
Letters of Credit shall be made for account of the Issuing Bank or, if funded by
the Revolver Lenders, pro rata for the account of the Revolver Lenders in
accordance with the amounts of reimbursement obligations due and payable to each
respective Revolver Lender.

                                       28
<PAGE>

        Section 4.03   COMPUTATIONS. Interest on LIBOR Loans and fees shall be
computed on the basis of a year of 360 days and actual days elapsed (including
the first day but excluding the last day) occurring in the period for which such
interest is payable, unless such calculation would exceed the Highest Lawful
Rate, in which case interest shall be calculated on the per annum basis of a
year of 365 or 366 days, as the case may be. Interest on Base Rate Loans shall
be computed on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed (including the first day but excluding the last day)
occurring in the period for which such interest is payable.

        Section 4.04   NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT. Unless
the Administrative Agent shall have been notified by a Lender or the Borrower
prior to the date on which such notifying party is scheduled to make payment to
the Administrative Agent (in the case of a Lender) of the proceeds of a Loan or
a payment under a Letter of Credit to be made by it hereunder or (in the case of
the Borrower) a payment to the Administrative Agent for account of one or more
of the Lenders hereunder (such payment being herein called the "REQUIRED
PAYMENT"), which notice shall be effective upon receipt, that it does not intend
to make the Required Payment to the Administrative Agent, the Administrative
Agent may assume that the Required Payment has been made and may, in reliance
upon such assumption (but shall not be required to), make the amount thereof
available to the intended recipient(s) on such date and, if such Lender or the
Borrower (as the case may be) has not in fact made the Required Payment to the
Administrative Agent, the recipient(s) of such payment shall, on demand, repay
to the Administrative Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Administrative Agent until, but excluding,
the date the Administrative Agent recovers such amount at a rate per annum
which, for any Lender as recipient, will be equal to the Federal Funds Rate, and
for the Borrower as recipient, will be equal to the Base Rate plus the
Applicable Margin.

        Section 4.05   SET-OFF, SHARING OF PAYMENTS, ETC.

                (a) The Borrower agrees that, in addition to (and without
        limitation of) any right of set-off, bankers' lien or counterclaim a
        Lender may otherwise have, each Lender shall have the right and be
        entitled (after consultation with the Administrative Agent), at its
        option, to offset balances held by it or by any of its Affiliates for
        account of the Borrower or any Subsidiary at any of its offices, in
        Dollars or in any other currency, against any principal of or interest
        on any of such Lender's Loans, or any other amount payable to such
        Lender hereunder, which is not paid when due (regardless of whether such
        balances are then due to the Borrower), in which case it shall promptly
        notify the Borrower and the Administrative Agent thereof, provided that
        such Lender's failure to give such notice shall not affect the validity
        thereof.

                (b) If any Lender shall obtain payment of any principal of or
        interest on any Loan made by it to the Borrower under this Agreement (or
        reimbursement as to any Letter of Credit) through the exercise of any
        right of set-off, banker's lien or counterclaim or similar right or
        otherwise, and, as a result of such payment, such Lender shall have
        received a greater percentage of the principal or interest (or
        reimbursement) then due hereunder by the Borrower to such Lender than
        the percentage received by any other Lenders, it shall promptly (i)
        notify the Administrative Agent and each other Lender thereof and (ii)
        purchase from such other Lenders participations in (or, if and to the
        extent specified by such Lender, direct interests in) the Loans (or
        participations in Letters of Credit) made by such other Lenders (or in
        interest due thereon, as the case may be) in such amounts, and make such
        other adjustments from time to time as shall be equitable, to the end
        that all the Lenders shall share the benefit of such excess payment (net
        of any expenses which may be incurred by such Lender in obtaining or
        preserving such excess payment) pro rata in accordance with the unpaid
        principal and/or interest on the Loans held by each of the Lenders (or
        reimbursements of Letters of Credit). To such end all the Lenders shall
        make appropriate

                                       29
<PAGE>

        adjustments among themselves (by the resale of participations sold or
        otherwise) if such payment is rescinded or must otherwise be restored.
        The Borrower agrees that any Lender so purchasing a participation (or
        direct interest) in the Loans made by other Lenders (or in interest due
        thereon, as the case may be) may exercise all rights of set-off,
        banker's lien, counterclaim or similar rights with respect to such
        participation as fully as if such Lender were a direct holder of Loans
        (or Letters of Credit) in the amount of such participation. Nothing
        contained herein shall require any Lender to exercise any such right or
        shall affect the right of any Lender to exercise, and retain the
        benefits of exercising, any such right with respect to any other
        indebtedness or obligation of the Borrower. If under any applicable
        bankruptcy, insolvency or other similar law, any Lender receives a
        secured claim in lieu of a set-off to which this SECTION 4.05 applies,
        such Lender shall, to the extent practicable, exercise its rights in
        respect of such secured claim in a manner consistent with the rights of
        the Lenders entitled under this SECTION 4.05 to share the benefits of
        any recovery on such secured claim.

        Section 4.06   TAXES.

                (a) PAYMENTS FREE AND CLEAR. Any and all payments by the
        Borrower hereunder shall be made, in accordance with SECTION 4.01, 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 each Lender,
        the Issuing Bank and the Administrative Agent, taxes imposed on its
        income, and franchise or similar taxes imposed on it, by (i) any
        jurisdiction (or political subdivision thereof) of which the
        Administrative Agent, the Issuing Bank or such Lender, as the case may
        be, is a citizen or resident or in which such Lender has an Applicable
        Lending Office, (ii) the jurisdiction (or any political subdivision
        thereof) in which the Administrative Agent, the Issuing Bank or such
        Lender is organized, or (iii) any jurisdiction (or political subdivision
        thereof) in which such Lender, the Issuing Bank or the Administrative
        Agent 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 Borrower
        shall be required by law to deduct any Taxes from or in respect of any
        sum payable hereunder to the Lenders, the Issuing Bank or the
        Administrative Agent (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
        4.06) such Lender, the Issuing Bank or the Administrative Agent (as the
        case may be) shall receive an amount equal to the sum it would have
        received had no such deductions been made, (ii) the Borrower shall make
        such deductions and (iii) the Borrower shall pay the full amount
        deducted to the relevant taxing authority or other Governmental
        Authority in accordance with applicable law.

                (b) OTHER TAXES. In addition, to the fullest extent permitted by
        applicable law, the Borrower 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 Agreement, any Assignment and Assumption or any Security Instrument
        (hereinafter referred to as "OTHER TAXES").

                (c) INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY
        APPLICABLE LAW, THE BORROWER WILL INDEMNIFY EACH LENDER, THE ISSUING
        BANK AND THE ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF TAXES AND OTHER
        TAXES (INCLUDING, BUT NOT LIMITED TO, ANY TAXES OR OTHER TAXES IMPOSED
        BY ANY GOVERNMENTAL AUTHORITY ON AMOUNTS PAYABLE UNDER THIS SECTION
        4.06) PAID BY SUCH LENDER, THE ISSUING BANK OR THE ADMINISTRATIVE AGENT
        (ON THEIR BEHALF OR ON BEHALF OF ANY LENDER), AS THE CASE MAY BE, AND
        ANY LIABILITY (INCLUDING PENALTIES, INTEREST

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<PAGE>

        AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT
        SUCH TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED UNLESS THE
        PAYMENT OF SUCH TAXES WAS NOT CORRECTLY OR LEGALLY ASSERTED AND SUCH
        LENDER'S PAYMENT OF SUCH TAXES OR OTHER TAXES WAS THE RESULT OF ITS
        GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ANY PAYMENT PURSUANT TO SUCH
        INDEMNIFICATION SHALL BE MADE WITHIN THIRTY (30) DAYS AFTER THE DATE ANY
        LENDER, THE ISSUING BANK OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY
        BE, MAKES WRITTEN DEMAND THEREFOR. IF ANY LENDER, ISSUING BANK OR THE
        ADMINISTRATIVE AGENT RECEIVES A REFUND OR CREDIT IN RESPECT OF ANY TAXES
        OR OTHER TAXES FOR WHICH SUCH LENDER, ISSUING BANK OR THE ADMINISTRATIVE
        AGENT HAS RECEIVED PAYMENT FROM THE BORROWER, IT SHALL PROMPTLY NOTIFY
        THE BORROWER OF SUCH REFUND OR CREDIT AND SHALL, IF NO DEFAULT HAS
        OCCURRED AND IS CONTINUING, WITHIN THIRTY (30) DAYS AFTER RECEIPT OF A
        REQUEST BY THE BORROWER (OR PROMPTLY UPON RECEIPT, IF THE BORROWER HAS
        REQUESTED APPLICATION FOR SUCH REFUND OR CREDIT PURSUANT HERETO), PAY AN
        AMOUNT EQUAL TO SUCH REFUND OR CREDIT TO THE BORROWER WITHOUT INTEREST
        (BUT WITH ANY INTEREST SO REFUNDED OR CREDITED), PROVIDED, THAT THE
        BORROWER, UPON THE REQUEST OF SUCH LENDER, THE ISSUING BANK OR THE
        ADMINISTRATIVE AGENT, AGREES TO RETURN SUCH REFUND OR CREDIT (PLUS
        PENALTIES, INTEREST OR OTHER CHARGES) TO SUCH LENDER OR THE
        ADMINISTRATIVE AGENT IN THE EVENT SUCH LENDER OR THE ADMINISTRATIVE
        AGENT IS REQUIRED TO REPAY SUCH REFUND OR CREDIT.

                (d) LENDER REPRESENTATIONS.

                        (i) Each Lender represents that it is either (1) a
                banking association or corporation organized under the laws of
                the United States of America or any state thereof or (2) it is
                entitled to complete exemption from United States withholding
                tax imposed on or with respect to any payments, including fees,
                to be made to it pursuant to this Agreement (A) under an
                applicable provision of a tax convention to which the United
                States of America is a party or (B) because it is acting through
                a branch, agency or office in the United States of America and
                any payment to be received by it hereunder is effectively
                connected with a trade or business in the United States of
                America. Each Lender that is not a banking association or
                corporation organized under the laws of the United States of
                America or any state thereof agrees to provide to the Borrower
                and the Administrative Agent on the Closing Date, or on the date
                of its delivery of the Assignment and Assumption pursuant to
                which it becomes a Lender, and at such other times as required
                by United States law or as the Borrower or the Administrative
                Agent shall reasonably request, two accurate and complete
                original signed copies of either (1) Internal Revenue Service
                Form W-8ECI (or successor form) certifying that all payments to
                be made to it hereunder will be effectively connected to a
                United States trade or business (the "FORM W-8ECI
                CERTIFICATION") or (2) Internal Revenue Service Form W-8BEN (or
                successor form) certifying that it is entitled to the benefit of
                a provision of a tax convention to which the United States of
                America is a party which completely exempts from United States
                withholding tax all payments to be made to it hereunder (the
                "FORM W-8BEN CERTIFICATION"). In addition, each Lender agrees
                that if it previously filed a Form W-8ECI Certification, it will
                deliver to the Borrower and the Administrative Agent a new Form
                W-8ECI Certification prior to the first payment date occurring
                in each of its subsequent taxable years; and if it previously
                filed a Form W-8BEN Certification, it will deliver to the
                Borrower and the Administrative Agent a new certification prior
                to the first payment date falling in the third year following
                the previous filing of such certification. Each Lender also
                agrees to deliver to the Borrower and the Administrative Agent
                such other or supplemental forms as may at any time be required
                as a result of changes in applicable law or regulation in order
                to confirm or maintain in effect its entitlement to exemption
                from United States withholding tax on any payments hereunder,

                                       31
<PAGE>

                provided that the circumstances of such Lender at the relevant
                time and applicable laws permit it to do so. If a Lender
                determines, as a result of any change in either (i) a
                Governmental Requirement or (ii) its circumstances, that it is
                unable to submit any form or certificate that it is obligated to
                submit pursuant to this SECTION 4.06, or that it is required to
                withdraw or cancel any such form or certificate previously
                submitted, it shall promptly notify the Borrower and the
                Administrative Agent of such fact. If a Lender is organized
                under the laws of a jurisdiction outside the United States of
                America, unless the Borrower and the Administrative Agent have
                received a Form W-8BEN Certification or Form W-8ECI
                Certification satisfactory to them indicating that all payments
                to be made to such Lender hereunder are not subject to United
                States withholding tax, the Borrower shall withhold taxes from
                such payments at the applicable statutory rate. Each Lender
                agrees to indemnify and hold harmless the Borrower or
                Administrative Agent, as applicable, from any United States
                taxes, penalties, interest and other expenses, costs and losses
                incurred or payable by (i) the Administrative Agent as a result
                of such Lender's failure to submit any form or certificate that
                it is required to provide pursuant to this SECTION 4.06 or (ii)
                the Borrower or the Administrative Agent as a result of their
                reliance on any such form or certificate which such Lender has
                provided to them pursuant to this SECTION 4.06.

                        (ii) For any period with respect to which a Lender has
                failed to provide the Borrower with the form required pursuant
                to this SECTION 4.06, if any (other than if such failure is due
                to a change in a Governmental Requirement occurring subsequent
                to the date on which a form originally was required to be
                provided), such Lender shall not be entitled to indemnification
                under this SECTION 4.06 with respect to taxes imposed by the
                United States which taxes would not have been imposed but for
                such failure to provide such forms; provided, however, that if a
                Lender, which is otherwise exempt from or subject to a reduced
                rate of withholding tax, becomes subject to taxes because of its
                failure to deliver a form required hereunder, the Borrower shall
                take such steps as such Lender shall reasonably request to
                assist such Lender to recover such taxes.

                        (iii) Any Lender claiming any additional amounts payable
                pursuant to this SECTION 4.06 shall use reasonable efforts
                (consistent with legal and regulatory restrictions) to file any
                certificate or document requested by the Borrower or the
                Administrative Agent or to change the jurisdiction of its
                Applicable Lending Office or to contest any tax imposed if the
                making of such a filing or change or contesting such tax would
                avoid the need for or reduce the amount of any such additional
                amounts that may thereafter accrue and would not, in the sole
                determination of such Lender, be otherwise disadvantageous to
                such Lender.

                                   ARTICLE V
                                CAPITAL ADEQUACY

        Section 5.01   ADDITIONAL COSTS.

                (a) LIBOR REGULATIONS, ETC. The Borrower shall pay directly to
        each Lender from time to time such amounts as such Lender may determine
        to be necessary to compensate such Lender for any costs which it
        determines are attributable to its making or maintaining of any LIBOR
        Loans or issuing or participating in Letters of Credit hereunder or its
        obligation to make any LIBOR Loans or issue or participate in any
        Letters of Credit hereunder, or any reduction in any amount receivable
        by such Lender hereunder in respect of any of such LIBOR Loans, Letters
        of Credit (such increases in costs and reductions in amounts receivable
        being herein called

                                       32
<PAGE>

        "ADDITIONAL COSTS"), resulting from any Regulatory Change which: (i)
        changes the basis of taxation of any amounts payable to such Lender
        under this Agreement or any Note in respect of any of such LIBOR Loans
        or Letters of Credit (other than taxes imposed on the overall net income
        of such Lender or of its Applicable Lending Office for any of such LIBOR
        Loans by the jurisdiction in which such Lender has its principal office
        or Applicable Lending Office); or (ii) imposes or modifies any reserve,
        special deposit, minimum capital, capital ratio or similar requirements
        relating to any extensions of credit or other assets of, or any deposits
        with or other liabilities of such Lender, or the Commitment or Loans of
        such Lender or the London interbank market; or (iii) imposes any other
        condition affecting this Agreement or any Note (or any of such
        extensions of credit or liabilities) or such Lender's Commitment or
        Loans. Each Lender will notify the Administrative Agent and the Borrower
        of any event occurring after the Closing Date which will entitle such
        Lender to compensation pursuant to this SECTION 5.01(a) as promptly as
        practicable after it obtains knowledge thereof and determines to request
        such compensation, and will designate a different Applicable Lending
        Office for the Loans of such Lender affected by such event if such
        designation will avoid the need for, or reduce the amount of, such
        compensation and will not, in the sole opinion of such Lender, be
        disadvantageous to such Lender, provided that such Lender shall have no
        obligation to so designate an Applicable Lending Office located in the
        United States. If any Lender requests compensation from the Borrower
        under this SECTION 5.01(a), the Borrower may, by notice to such Lender,
        suspend the obligation of such Lender to make additional Loans of the
        Type with respect to which such compensation is requested until the
        Regulatory Change giving rise to such request ceases to be in effect (in
        which case the provisions of SECTION 5.04 shall be applicable).

                (b) REGULATORY CHANGE. Without limiting the effect of the
        provisions of SECTION 5.01(a), in the event that at any time (by reason
        of any Regulatory Change or any other circumstances arising after the
        Closing Date affecting (i) any Lender, (ii) the London interbank market
        or (iii) such Lender's position in such market), the Adjusted LIBOR, as
        determined in good faith by such Lender, will not adequately and fairly
        reflect the cost to such Lender of funding its LIBOR Loans, then, if
        such Lender so elects, by notice to the Borrower and the Administrative
        Agent, the obligation of such Lender to make additional LIBOR Loans
        shall be suspended until such Regulatory Change or other circumstances
        ceases to be in effect (in which case the provisions of SECTION 5.04
        shall be applicable).

                (c) CAPITAL ADEQUACY. Without limiting the effect of the
        foregoing provisions of this SECTION 5.01 (but without duplication), the
        Borrower shall pay directly to any Lender from time to time on request
        such amounts as such Lender may reasonably determine to be necessary to
        compensate such Lender or its parent or holding company for any costs
        which it determines are attributable to the maintenance by such Lender
        or its parent or holding company (or any Applicable Lending Office),
        pursuant to any Governmental Requirement following any Regulatory
        Change, of capital in respect of its Commitment, its Note, or its Loans
        or any interest held by it in any Letter of Credit, such compensation to
        include, without limitation, an amount equal to any reduction of the
        rate of return on assets or equity of such Lender or its parent or
        holding company (or any Applicable Lending Office) to a level below that
        which such Lender or its parent or holding company (or any Applicable
        Lending Office) could have achieved but for such Governmental
        Requirement. Such Lender will notify the Borrower that it is entitled to
        compensation pursuant to this SECTION 5.01(c) as promptly as practicable
        after it determines to request such compensation.

                (d) COMPENSATION PROCEDURE. Any Lender notifying the Borrower of
        the incurrence of Additional Costs under this SECTION 5.01 shall in such
        notice to the Borrower and the Administrative Agent set forth in
        reasonable detail the basis and amount of its request for

                                       33
<PAGE>

        compensation. Determinations and allocations by each Lender for purposes
        of this SECTION 5.01 of the effect of any Regulatory Change pursuant to
        SECTION 5.01(a) or (b), or of the effect of capital maintained pursuant
        to SECTION 5.01(c), on its costs or rate of return of maintaining Loans
        or its obligation to make Loans or issue Letters of Credit, or on
        amounts receivable by it in respect of Loans or Letters of Credit, and
        of the amounts required to compensate such Lender under this SECTION
        5.01, shall be conclusive and binding for all purposes, provided that
        such determinations and allocations are made on a reasonable basis. Any
        request for additional compensation under this SECTION 5.01 shall be
        paid by the Borrower within thirty (30) days of the receipt by the
        Borrower of the notice described in this SECTION 5.01(d).

        Section 5.02   LIMITATION ON LIBOR LOANS. Anything herein to the
contrary notwithstanding, if, on or prior to the determination of any Adjusted
LIBOR for any Interest Period:

                (a) the Administrative Agent determines (which determination
        shall be conclusive, absent manifest error) that quotations of interest
        rates for the relevant deposits referred to in the definition of
        "Adjusted LIBOR" in SECTION 1.02 are not being provided in the relevant
        amounts or for the relevant maturities for purposes of determining rates
        of interest for LIBOR Loans as provided herein; or

                (b) the Administrative Agent determines (which determination
        shall be conclusive, absent manifest error) that the relevant rates of
        interest referred to in the definition of "Adjusted LIBOR" in SECTION
        1.02 upon the basis of which the rate of interest for LIBOR Loans for
        such Interest Period is to be determined are not sufficient to
        adequately cover the cost to the Lenders of making or maintaining LIBOR
        Loans; then the Administrative Agent shall give the Borrower prompt
        notice thereof, and so long as such condition remains in effect, the
        Lenders shall be under no obligation to make additional LIBOR Loans.

        Section 5.03   ILLEGALITY. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain LIBOR
Loans hereunder, then such Lender shall promptly notify the Borrower thereof and
such Lender's obligation to make LIBOR Loans shall be suspended until such time
as such Lender may again make and maintain LIBOR Loans (in which case the
provisions of SECTION 5.04 shall be applicable).

        Section 5.04   BASE RATE LOANS PURSUANT TO SECTIONS 5.01, 5.02 AND 5.03.
If the obligation of any Lender to make LIBOR Loans shall be suspended pursuant
to SECTIONS 5.01, 5.02 or 5.03 ("AFFECTED LOANS"), all Affected Loans which
would otherwise be made by such Lender shall be made instead as Base Rate Loans
(and, if an event referred to in SECTION 5.01(b) or SECTION 5.03 has occurred
and such Lender so requests by notice to the Borrower, all Affected Loans of
such Lender then outstanding shall be automatically converted into Base Rate
Loans on the date specified by such Lender in such notice) and, to the extent
that Affected Loans are so made as (or converted into) Base Rate Loans, all
payments of principal which would otherwise be applied to such Lender's Affected
Loans shall be applied instead to its Base Rate Loans.

        Section 5.05   COMPENSATION. The Borrower shall pay to each Lender
within thirty (30) days of receipt of written request of such Lender (which
request shall set forth, in reasonable detail, the basis for requesting such
amounts and which shall be conclusive and binding for all purposes provided that
such determinations are made on a reasonable basis), such amount or amounts as
shall compensate it for any loss, cost, expense or liability which such Lender
determines are attributable to:

                (a) any payment, prepayment or conversion of a LIBOR Loan
        properly made by such Lender or the Borrower for any reason (including,
        without limitation, the acceleration of the

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<PAGE>

        Loans pursuant to SECTION 10.02) on a date other than the last day of
        the Interest Period for such Loan; or

                (b) any failure by the Borrower for any reason (including but
        not limited to, the failure of any of the conditions precedent specified
        in ARTICLE VI to be satisfied) to borrow, continue or convert a LIBOR
        Loan from such Lender on the date for such borrowing, continuation or
        conversion specified in the relevant notice given pursuant to SECTION
        2.02(c).

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
which would have accrued on the principal amount so paid, prepaid or converted
or not borrowed for the period from the date of such payment, prepayment or
conversion or failure to borrow to the last day of the Interest Period for such
Loan (or, in the case of a failure to borrow, the Interest Period for such Loan
which would have commenced on the date specified for such borrowing) at the
applicable rate of interest for such Loan provided for herein over (ii) the
interest component of the amount such Lender would have bid in the London
interbank market for Dollar deposits of leading banks in amounts comparable to
such principal amount and with maturities comparable to such period (as
reasonably determined by such Lender).

                                   ARTICLE VI
                              CONDITIONS PRECEDENT

        Section 6.01   INITIAL FUNDING. The obligation of the Lenders to make
the Initial Funding is subject to the receipt by the Administrative Agent and
the Lenders of all fees then due and payable pursuant to SECTION 2.04 on or
before the Closing Date and the receipt by the Administrative Agent of the
following documents and satisfaction of the other conditions provided in this
SECTION 6.01, each of which shall be satisfactory to the Co-Lead Arrangers in
form and substance (other than each item, if any, listed on SCHEDULE 6.01, which
items are hereby permitted to be delivered after the Closing Date but not later
than the date for delivery of each such item specified on SCHEDULE 6.01, or such
later date as the Administrative Agent may agree):

                (a) A certificate of the Secretary or an Assistant Secretary of
        the General Partner setting forth (i) resolutions of its board of
        managers with respect to the authorization of the General Partner to
        execute and deliver on behalf of itself and each Obligor the Loan
        Documents to which each is a party and to enter into the transactions
        contemplated in those documents, (ii) the officers of the General
        Partner who are authorized to sign the Loan Documents to which each
        Obligor is a party and who will, until replaced by another officer or
        officers duly authorized for that purpose, act as its representative for
        the purposes of signing documents and giving notices and other
        communications in connection with this Agreement and the transactions
        contemplated hereby, (iii) specimen signatures of such authorized
        officers, and (iv) the agreement of limited partnership for Borrower,
        APL Operating and Elk City, as amended, certified as being true and
        complete and (v) the articles of organization of the General Partner,
        APL New York, APL Ohio, APL Pennsylvania, APL Mid-Continent and Elk City
        GP, as amended, certified as being true and complete. The Administrative
        Agent and the Lenders may conclusively rely on such certificate until
        the Administrative Agent receives notice in writing from the Borrower to
        the contrary.

                (b) Certificates of the appropriate state agencies with respect
        to the existence, qualification and good standing of the Obligors.

                (c) The Notes, duly completed and executed for each Lender.

                                       35
<PAGE>

                (d) The Security Instruments, duly completed and executed in
        sufficient number of counterparts for recording, if necessary, including
        delivery of any requisite mortgage tax affidavit and payment for
        applicable mortgage tax, if any due; all original certificates of
        partnership units or members' equity, blank stock powers, and
        Intercompany Notes duly endorsed as required under such Security
        Instruments.

                (e) Receipt of statement of Obligors setting forth pro forma
        Consolidated EBITDA of at least Forty-Six Million Dollars ($46,000,000),
        in a form substantially similar to SCHEDULE 6.01(e).

                (f) An opinion of counsel to the Obligors (including local
        counsel) acceptable to the Co-Lead Arrangers, with respect to the
        existence of the Obligors, due authorization and execution of the Loan
        Documents and the Elk City Acquisition Documents, enforceability of the
        Loan Documents and the Elk City Acquisition Documents, including without
        limitation the Security Instruments, under the laws of the states
        wherein the Pipeline Properties are located, and other matters incident
        to the transactions herein contemplated as the Co-Lead Arrangers may
        reasonably request, each in form and substance satisfactory to the
        Co-Lead Arrangers.

                (g) A certificate of insurance coverage of the Obligors
        evidencing that the Obligors are carrying insurance in accordance with
        SECTION 7.20 and SECTION 8.03(b).

                (h) Title information as the Co-Lead Arrangers may require
        setting forth the status of title to the Properties (including, without
        limitation, the Pipeline Properties (including title to the Pipelines
        acquired in connection with the Elk City Acquisition, which shall not
        reflect more than Ten Million Dollars ($10,000,000) in "Title Defects"
        (as defined in the Elk City Purchase and Sale Agreement) as identified
        by Borrower, for which Borrower shall receive a reduction in the
        purchase price or a direct payment from or cure of such Title Defects by
        the Elk City Seller (in excess of a Two Hundred Fifty Thousand Dollar
        ($250,000) threshold amount under the Elk City Purchase and Sale
        Agreement))) acceptable to the Co-Lead Arrangers, including delivery of
        mortgagee's policies of title insurance for such Properties as the
        Co-Lead Arrangers shall request, to the extent any Obligor obtains an
        owner's title policy thereon.

                (i) Appropriate UCC search certificates and other evidence
        satisfactory to the Co-Lead Arrangers with respect to the Obligors'
        Properties reflecting no prior Liens, other than Excepted Liens.

                (j) Environmental assessments and other reports to the extent
        maintained by the Obligors covering the Obligors' Properties reporting
        on the current environmental condition of such Properties satisfactory
        to the Co-Lead Arrangers and the Lenders.

                (k) A certificate of a Responsible Officer certifying that (i)
        no Default or Event of Default exists or would result from the Initial
        Funding, and (ii) since December 31, 2004, there has occurred no
        Material Adverse Change.

                (l) Satisfactory review by Co-Lead Arrangers of all Material
        Agreements.

                (m) The Consent to Assignment duly completed and executed.

                (n) All authorizations, approvals or consents as may be
        necessary for the execution, delivery and performance by any Obligor
        under this Agreement.

                                       36
<PAGE>

                (o) From any Obligor (other than Borrower) (i) that has not
        previously executed a Guaranty Agreement, a Guaranty Agreement executed
        by such Obligor, or (ii) that executed a Guaranty Agreement under the
        Existing Credit Agreement, a Confirmation of Guaranty Agreement executed
        by such Obligor.

                (p) A letter from CT Corporation System, Inc., or other agent
        acceptable to the Administrative Agent, accepting service of process in
        the State of New York on behalf of the Obligors not otherwise qualified
        to transact business in New York.

                (q) A certificate of a Responsible Officer certifying that (i)
        Borrower has received all governmental, shareholder, partnership and
        third party consents and approvals necessary to consummate the Elk City
        Acquisition, which consents and approvals are in full force and effect,
        (ii) all waiting periods have expired without any action being taken by
        any Governmental Authority that could restrain, prevent or impose any
        material adverse condition on the Elk City Acquisition or that could
        seek to threaten the consummation of the Elk City Acquisition, and no
        law or regulation is applicable that could have such effect, (iii) no
        order, decree, judgment, ruling or injunction exists which restrains the
        consummation of the Elk City Acquisition or the transactions
        contemplated by this Agreement, and (iv) no pending or threatened
        action, suit, investigation or proceeding exists which seeks to restrain
        or affect the Elk City Acquisition, or which, if adversely determined,
        could materially and adversely affect the Borrower, any of its
        Subsidiaries, the Elk City Partnership Interests, any transaction
        contemplated hereby or the ability of Borrower to consummate the Elk
        City Acquisition or perform its obligations under this Agreement and the
        other Loan Documents, or the ability of the Lenders to exercise their
        rights hereunder or thereunder.

                (r) A certificate of a Responsible Officer certifying that
        Borrower is, concurrently with the funding of the initial Loans on the
        Closing Date, consummating the Elk City Acquisition in accordance with
        the terms of the Elk City Purchase and Sale Agreement, with all material
        conditions precedent thereto having been satisfied in all material
        respects by the parties thereto.

                (s) Copies of the fully executed Elk City Purchase and Sale
        Agreement and all other material Elk City Acquisition Documents,
        certified as true and correct by a Responsible Officer.

                (t) Such other documents as the Co-Lead Arrangers, any Lender or
        counsel to the Co-Lead Arrangers may reasonably request.

                (u) Review satisfactory to the Co-Lead Arrangers of a Reserve
        Report covering gas available for the Elk City gathering system.

        Section 6.02   INITIAL AND SUBSEQUENT LOANS AND LETTERS OF CREDIT. The
obligation of the Lenders to make Loans to the Borrower upon the occasion of
each borrowing hereunder and to issue, renew, extend or reissue Letters of
Credit (including the Initial Funding) is subject to the further conditions
precedent that, as of the date of such Loans and after giving effect thereto:

                (a) no Default shall have occurred and be continuing;

                (b) no Material Adverse Effect shall have occurred; and

                (c) the representations and warranties made by the Borrower in
        ARTICLE VII and in the Security Instruments shall be true on and as of
        the date of the making of such Loans or issuance, renewal, extension or
        reissuance of a Letter of Credit with the same force and effect as if
        made on

                                       37
<PAGE>

        and as of such date and following such new borrowing, except to the
        extent such representations and warranties are expressly limited to an
        earlier date.

        Each request for a borrowing or issuance, renewal, extension or
reissuance of a Letter of Credit by the Borrower hereunder shall constitute a
certification by the Borrower to the effect set forth in SECTION 6.02(c) (both
as of the date of such notice and, unless the Borrower otherwise notifies the
Administrative Agent prior to the date of and immediately following such
borrowing or issuance, renewal, extension or reissuance of a Letter of Credit as
of the date thereof).

        Section 6.03   CONDITIONS PRECEDENT FOR THE BENEFIT OF LENDER. All
conditions precedent to the obligations of the Lenders to make any Loan are
imposed hereby solely for the benefit of the Lenders, and no other Person may
require satisfaction of any such condition precedent or be entitled to assume
that the Lenders will refuse to make any Loan in the absence of strict
compliance with such conditions precedent.

        Section 6.04   NO WAIVER. No waiver of any condition precedent shall
preclude the Administrative Agent or the Lenders from requiring such condition
to be met prior to making any subsequent Loan or preclude the Lenders from
thereafter declaring that the failure of the Borrower to satisfy such condition
precedent constitutes a Default.

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

        Each of the Obligors represents and warrants to the Administrative Agent
and the Lenders that (each representation and warranty herein is given as of the
Closing Date and shall be deemed repeated and reaffirmed on the dates of each
borrowing and issuance, renewal, extension or reissuance of a Letter of Credit
as provided in SECTION 6.02):

        Section 7.01   CORPORATE EXISTENCE. Each of the Obligors: (i) is a
limited liability company or limited partnership duly organized, formed, legally
existing and in good standing under the laws of the jurisdiction of its
incorporation or formation, as applicable; (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 7.02   FINANCIAL CONDITION.

                (a)    The audited consolidated balance sheet of the Borrower
        and its Consolidated Subsidiaries as at December 31, 2004, the related
        consolidated statement of income, partners' equity and cash flow of the
        Borrower and its Consolidated Subsidiaries for the fiscal year ended on
        said date, heretofore furnished to each of the Lenders, are complete and
        correct and fairly present the consolidated financial condition of the
        Borrower 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, neither the
        Borrower nor any Subsidiary 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 Borrower or any
        Subsidiary have been materially and adversely affected.

                                       38
<PAGE>

                (b)     The financial information for Elk City for the year
        ended December 31, 2004, heretofore furnished to each of the Lenders, is
        complete and correct and fairly presents the financial condition of Elk
        City as at said date. Except as reflected or referred to in such
        financial information, Elk City has on the Closing Date no 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 information for
        Elk City, neither the business nor the Properties of Elk City have been
        materially and adversely affected.

        Section 7.03   LITIGATION. Except as disclosed to the Lenders in
SCHEDULE 7.03 hereto, there is no litigation, legal, administrative or arbitral
proceeding, investigation or other action of any nature pending or, to the
knowledge of the Obligors, threatened against or affecting the Obligors or any
Subsidiary which involves the possibility of any judgment or liability against
any Obligor or any Subsidiary not fully covered by insurance (except for normal
deductibles), and which would have a Material Adverse Effect.

        Section 7.04   NO BREACH. Neither the execution and delivery of the Loan
Documents, 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 Obligors or
any Subsidiary, or any Governmental Requirement, or any agreement or instrument
to which any Obligor 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 Obligor or any Subsidiary pursuant to
the terms of any such agreement or instrument, other than the Liens created by
the Loan Documents.

        Section 7.05   AUTHORITY. Each Obligor and each Subsidiary thereof has
all necessary organizational power and authority to execute, deliver and perform
its obligations under the Loan Documents to which it is a party; and the
execution, delivery and performance by each Obligor of the Loan Documents to
which it is a party have been duly authorized by all necessary organizational
action on its part; and the Loan Documents constitute the legal, valid and
binding obligations of each Obligor, enforceable in accordance with their terms.

        Section 7.06   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 any Obligor
of the Loan Documents to which it is a party or for the validity or
enforceability thereof, except for the recording and filing of the Security
Instruments as required by this Agreement.

        Section 7.07   USE OF LOANS. The proceeds of the Loans shall be used (i)
to refinance the Existing Debt and amounts required to be paid under SECTION
3.01(a)(ii), (ii) to finance the costs and expenses associated with the Elk City
Acquisition, (iii) for the development of the Obligors' Pipeline Properties and
the acquisition of Pipeline Properties and related assets by the Obligors, (iv)
for Obligors' working capital, (v) for Letters of Credit to support the
obligations of the Obligors, and (vi) for general company purposes. Neither the
Borrower nor any other Obligor is 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 Regulation T, U or X of the Board of Governors of the
Federal Reserve System) and no part of the proceeds of any Loan hereunder will
be used to buy or carry any margin stock.

                                       39
<PAGE>

        Section 7.08   ERISA.

                (a) Each Obligor, 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 any Obligor, 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 any
        Obligor, any Subsidiary or any ERISA Affiliate has been or is expected
        by any Obligor, 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 any
        Obligor, 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 each Obligor'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 Obligors, 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 an Obligor, a Subsidiary or any
        ERISA Affiliate in its sole discretion at any time without any material
        liability.

                (h) None of the Obligors, 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 Obligors, 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 7.09   TAXES. Except as set forth on SCHEDULE 7.09, each Obligor
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 any Obligor
or any Subsidiary, except such taxes that are being contested in good faith by
appropriate proceedings and for which such Obligor

                                       40
<PAGE>

or Subsidiary, as applicable, has set aside on its books adequate reserves in
accordance with GAAP. The charges, accruals and reserves on the books of each
Obligor and its Subsidiaries in respect of taxes and other governmental charges
are, in the opinion of the Borrower, adequate. No tax lien has been filed and,
to the knowledge of the Obligors, no claim is being asserted with respect to any
such tax, fee or other charge.

        Section 7.10   TITLES, ETC. Except as otherwise set forth on SCHEDULE
7.10:

                (a) Each of the Obligors and its Subsidiaries has good,
        sufficient and clear title to its Pipeline Properties, free and clear of
        all adverse possession or abandonment claims and Liens, except Excepted
        Liens.

                (b) The "Mortgaged Property" descriptions under the Mortgages
        describe substantially all of the Pipeline Properties presently owned by
        Obligors.

                (c) All leases, rights of way, permits, licenses and agreements
        necessary for the conduct of the business of each Obligor 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 any Obligor.

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

                (e) All of the assets and Properties of each Obligor 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 7.11   NO MATERIAL MISSTATEMENTS. To the Borrower's knowledge,
no written information, statement, exhibit, certificate, document or report
furnished to the Administrative Agent and the Lenders (or any of them) by any
Obligor in connection with the negotiation of this Agreement 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. There is no fact peculiar to any
Obligor 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 Agreement or the other documents, certificates and statements furnished to
the Administrative Agent by or on behalf of the Obligors prior to, or on, the
Closing Date in connection with the transactions contemplated hereby.

        Section 7.12   INVESTMENT COMPANY ACT. None of the Obligors is an
"investment company" or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as amended.

        Section 7.13   PUBLIC UTILITY HOLDING COMPANY ACT. None of the Obligors
is a "holding company," or a "subsidiary company" of a "holding company," or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company," or a "public utility" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

        Section 7.14   OPERATION OF THE PIPELINES. The statements relating to
the transportation of gas through the Pipelines for the period from September
30, 2004, through December 31, 2004, furnished by

                                       41
<PAGE>

the Borrower to the Administrative Agent, are accurate; since December 31, 2004,
there has been no damage, destruction or loss to the Pipelines; the Pipelines
are currently in operation and the monthly transportation of Hydrocarbons
through the Pipelines has not materially diminished.

        Section 7.15   CAPITALIZATION OF GENERAL PARTNER AND SUBSIDIARIES.

                (a) The issued and outstanding securities of the Borrower
        consist of seven million, two hundred four thousand, six hundred
        eighty-five (7,204,790) common units of limited partnership interest,
        all of which have been validly issued and fully paid and nonassessable.

                (b) To the Borrower'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 7.15 attached hereto.

                (c) Neither the Borrower nor any Subsidiary of the Borrower owns
        directly or indirectly any capital stock, membership interest or
        partnership interest of any other Person, other than Borrower's
        ownership of the Subsidiaries described on SCHEDULE 7.15. The Borrower
        and each Subsidiary of the Borrower 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 Borrower is as shown on
        SCHEDULE 7.15 attached hereto and made a part hereof. There are no
        Subsidiaries of the Borrower other than as disclosed on SCHEDULE 7.15.

        Section 7.16   LOCATION OF BUSINESS AND OFFICES. Each Obligor's
principal place of business and chief executive offices are located at the
address stated on the signature page of this Agreement.

        Section 7.17   DEFAULTS UNDER MATERIAL AGREEMENTS. None of the Obligors
is 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 any Obligor or
any Subsidiary is a party or by which any Obligor or any Subsidiary is bound. No
Default hereunder has occurred and is continuing.

        Section 7.18   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 any Obligor 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 any
        Obligor nor the operations currently conducted thereon or, to the best
        knowledge of the Obligors, 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 Obligors, 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 Obligors are in compliance with the terms and
        conditions of all such notices, permits, licenses and similar
        authorizations;

                                       42
<PAGE>

                (d) All hazardous substances, solid waste, and oil and gas
        exploration and production wastes, if any, generated at any and all
        Property of any Obligor 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 Obligors, 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 Obligors 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 any Obligor 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;

                (f) To the extent applicable, all Property of the Obligors
        currently satisfies all design, operation, and equipment requirements
        imposed by the Oil Pollution Act of 1990 ("OPA") or scheduled as of the
        Closing Date to be imposed by OPA during the term of this Agreement, and
        the Obligors do not have any reason to believe that such Property, to
        the extent subject to OPA, will not be able to maintain compliance with
        the OPA requirements during the term of this Agreement; and

                (g) None of the Obligors 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 7.19   COMPLIANCE WITH LAWS. None of the Obligors 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 Pipeline Properties of
the Obligors and their Subsidiaries (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 Pipeline Properties.

        Section 7.20   INSURANCE. SCHEDULE 7.20 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
Obligors. 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 any Obligor 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 Obligors; will remain in full force and effect
through the respective dates set forth in SCHEDULE 7.20 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
7.20 identifies all material risks, if any, which each Obligor and their
respective general partner or sole

                                       43
<PAGE>

member have designated as being self-insured. None of the Obligors has 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 7.21   HEDGING AGREEMENTS. SCHEDULE 7.21 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 Obligors, 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 7.22   RESTRICTION ON LIENS. None of the Obligors is a party to
any agreement or arrangement (other than this Agreement and the Security
Instruments), 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 7.23   MATERIAL AGREEMENTS. Set forth on SCHEDULE 7.23 is a
complete list of all (a) 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 Obligors'
business, activities, and operation or ownership of such Obligors' Property in
effect or to be in effect as of the Closing Date (other than the Hedging
Agreements set forth on SCHEDULE 7.21) or (ii) provide for, evidence, secure or
otherwise relate to any Debt of any such Obligor and all obligations of any
Obligor to issuers of surety or appeal bonds issued for account of any such
Obligor, and (b) agreements and instruments (excluding any such agreements and
other instruments that are cancelable upon 60 or less days notice) of the
Obligors relating to the purchase, gathering, transportation by pipeline, gas
processing, marketing, sale and supply of natural gas and other Hydrocarbons
accounting for at least 75% of the volumes transported by such Obligors, in the
aggregate, during the Borrower's current fiscal year (the agreements referenced
in CLAUSES (i) and (ii) hereto, collectively, the "MATERIAL AGREEMENTS"). Upon
request by Administrative Agent, the Borrower shall deliver, or caused to be
delivered, to the Administrative Agent and the Lenders a complete and correct
copy of all such Material Agreements.

        Section 7.24   IMBALANCES. Except as set forth on SCHEDULE 7.24, as of
the Closing Date, there are no gas imbalances, take or pay or other prepayments
with respect to any of the Obligors' Pipeline Properties which would require any
such Obligor to transport or purchase any volumes of Hydrocarbons without
receiving delivery thereof or for gathering and transportation through their
Pipeline Properties at some future time without then or thereafter receiving
full payment of Obligor's tariffs therefor.

        Section 7.25   RELATIONSHIP OF OBLIGORS. The Obligors are engaged in
related businesses and each Obligor is directly and indirectly dependent upon
each other Obligor for and in connection with their business activities and
their financial resources; and each Obligor has determined, reasonably and in
good faith, that such Obligor will receive substantial direct and indirect
economic and financial benefits from the extensions of credit made under this
Agreement, and such extensions of credit are in the best interests of such
Obligor, having regard to all relevant facts and circumstances.

        Section 7.26   SOLVENCY. The Borrower 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.

                                       44
<PAGE>

                                  ARTICLE VIII
                              AFFIRMATIVE COVENANTS

        Each of the Obligors covenants and agrees that, so long as any of the
Commitments are in effect and until payment in full of all Loans hereunder, all
interest thereon and all other amounts payable by the Obligors hereunder:

        Section 8.01   REPORTING REQUIREMENTS. The Obligors shall deliver, or
shall cause to be delivered, to the Administrative Agent with sufficient copies
of each for the Lenders:

                (a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in any
        event within ten (10) days after the Borrower 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 Borrower and its Consolidated Subsidiaries for such
        fiscal year, and the related consolidated and consolidating balance
        sheets of the Borrower 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 Administrative Agent which opinion
        shall state that said financial statements fairly present the
        consolidated and consolidating financial condition and results of
        operations of the Borrower 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.

                (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and in
        any event within twenty-five (25) days after any the Borrower 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 Borrower and
        its Consolidated Subsidiaries, consolidated and consolidating statements
        of income, partners' equity, changes in financial position and cash flow
        of the Borrower 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 Borrower 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 any Obligor 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 Borrower or any Guarantor proposes to take with
        respect thereto.

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

                                       45
<PAGE>

                (e) SEC FILINGS, ETC. Promptly upon its becoming available, each
        financial statement, report, notice or proxy statement sent by the
        Borrower 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 Borrower with or received by the Borrower in connection therewith
        from any securities exchange or the SEC or any successor agency.

                (f) QUARTERLY REPORTS. As soon as available and in any event
        within sixty (60) days after the end of each fiscal quarter (and if a
        Default shall have occurred and be continuing, within thirty (30) days
        after the end of each calendar month), a report of operating, management
        and administration fees paid by the Borrower or any Subsidiary during
        such quarter or month, together with statements setting forth the
        quantity of Hydrocarbons transported through the Pipelines during such
        quarter or month, the price paid or to be paid for the transportation
        and compression of gas, and such other information as the Administrative
        Agent and the Lenders may reasonably request.

                (g) HEDGING AGREEMENTS. As soon as available and in any event
        within fifteen Business Days after the last day of each fiscal quarter,
        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.

                (h) POST-CLOSING REQUIREMENTS. All agreements, documents,
        instruments, or other items listed on SCHEDULE 6.01 on or prior to the
        date specified for delivery thereof, or such later date as the
        Administrative Agent may agree.

                (i) OTHER MATTERS. From time to time such other information
        regarding the business, affairs or financial condition of any Obligor
        (including, without limitation, any Plan or Multiemployer Plan and any
        reports or other information required to be filed under ERISA) as any
        Lender or the Administrative Agent may reasonably request.

                (j) COMPLIANCE CERTIFICATE. The Borrower will furnish to the
        Administrative Agent, 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 C executed by a Responsible Officer
        (i) 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), and (ii)
        setting forth in reasonable detail the computations necessary to
        determine whether the Borrower is in compliance with SECTIONS 9.13,
        9.14, and 9.15, as of the end of the respective fiscal quarter or fiscal
        year.

        Section 8.02   LITIGATION. The Obligors shall promptly give to the
Administrative Agent notice of any litigation or proceeding against or adversely
affecting any such Obligor 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. Each Obligor
will promptly notify the Administrative Agent and each of the

                                       46
<PAGE>

Lenders of any claim, judgment, Lien or other encumbrance affecting any Property
of such Obligor 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 8.03   MAINTENANCE, ETC.

                (a) GENERALLY. Except as permitted under SECTION 9.09, each
        Obligor 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
        Administrative Agent or any Lender, 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 such Lender or the
        Administrative Agent (as the case may be); 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 8.01(a) to be delivered for
        each year, the Borrower will furnish or cause to be furnished to the
        Administrative Agent and the Lenders a certificate of insurance coverage
        from the insurer in form and substance satisfactory to the
        Administrative Agent listing Administrative Agent as "loss payee" and
        "additional insured" and, if requested, will furnish the Administrative
        Agent and the Lenders copies of the applicable policies.

                (c) PIPELINE PROPERTIES. Each Obligor will cause to be done all
        things reasonably necessary to preserve and keep in good repair, working
        order and efficiency all of its Pipeline Properties and other 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 Pipeline Properties and other material Properties will
        be fully preserved and maintained, (x) except to the extent that the
        wells and field to which such portions of the Pipelines are connected
        are no longer producing Hydrocarbons in economically reasonable amounts,
        and (y) except that the foregoing shall not apply to Pipeline Properties
        that are not gathering Hydrocarbons on a regular basis as of the Closing
        Date. Each Obligor 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 Pipeline 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 Pipeline Properties and other material Properties, (iii) will do all
        other things necessary to keep unimpaired, except for Liens described in
        SECTION 9.02, its rights with respect to its Pipeline Properties and
        other material Properties and prevent any forfeiture thereof or a

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        default thereunder, except to the extent that the wells and field to
        which such portions of the Pipelines are connected are no longer
        producing Hydrocarbons in economically reasonable amounts and except for
        Transfers permitted by SECTION 9.16. Each Obligor will operate its
        Pipeline Properties and other 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 8.04   ENVIRONMENTAL MATTERS.

                (a) ESTABLISHMENT OF PROCEDURES. The Obligors 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 Obligors and the
        operations conducted thereon and other activities of the Obligors 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 Obligors will promptly notify the
        Administrative Agent and the Lenders in writing of any threatened
        action, investigation or inquiry by any Governmental Authority of which
        any Obligor has knowledge in connection with any Environmental Laws,
        excluding routine testing and corrective action which might result in
        the Borrower 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 Obligors will provide environmental audits and
        tests in form and scope as may be reasonably requested by the
        Administrative Agent and the Lenders (or as otherwise required to be
        obtained by the Administrative Agent or the Lenders by any Governmental
        Authority) in connection with such future acquisitions of Pipeline
        Properties or other material Properties.

        Section 8.05   FURTHER ASSURANCES. The Obligors will cure promptly any
defects in the creation and issuance of the Notes and the execution and delivery
of the Security Instruments and this Agreement. The Obligors at their expense
will promptly execute and deliver to the Administrative Agent upon request all
such other documents, agreements and instruments to comply with or accomplish
the covenants and agreements of the Obligors in any Loan Document, or to further
evidence and more fully describe the collateral intended as security for the
Notes, or to correct any omissions in any Loan Document, or to state more fully
the security obligations set out herein or in any Loan Document, or to perfect,
protect or preserve any Liens created pursuant to any of the Security
Instruments, or to make any recordings, to file any notices or obtain any
consents, all as may be necessary or appropriate in connection therewith.

        Section 8.06   PERFORMANCE OF OBLIGATIONS. The Borrower will pay the
Notes according to the reading, tenor and effect thereof; the Guarantors will
pay under the Guarantees according to the terms thereof, and the Obligors will
perform every act and discharge all of the obligations to be performed and

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discharged by them under this Agreement and any other Loan Document, at the time
or times and in the manner specified.

        Section 8.07   RESERVE REPORTS.

                (a) The Borrower shall furnish to the Administrative Agent and
        the Lenders a Reserve Report each March 15 during the term of this
        Agreement commencing March 15, 2006. Each Reserve Report shall be
        prepared by certified independent petroleum engineers or other
        independent petroleum consultant(s) acceptable to the Administrative
        Agent.

                (b) With the delivery of each Reserve Report, the Borrower shall
        provide to the Administrative Agent and the Lenders a certificate from a
        Responsible Officer certifying that, to the best of his knowledge and in
        all material respects: (i) the information contained in the Reserve
        Report and any other information delivered in connection therewith is
        true and correct, (ii) the producers owning the Oil and Gas Properties
        evaluated in such Reserve Report have contracted with Obligors to
        transport their Hydrocarbons in the Pipelines, (iii) except as set forth
        on an exhibit to the certificate, on a net basis there are no gas
        imbalances, take or pay or other prepayments with respect to the Oil and
        Gas Properties evaluated in such Reserve Report which would require any
        Obligor to transport Hydrocarbons produced from such Oil and Gas
        Properties at some future time without then or thereafter receiving full
        payment therefor, (iv) attached to the certificate is a list of Oil and
        Gas Properties added to and deleted from the immediately prior Reserve
        Report and a list showing any change in gas gathering tariffs or
        gathering fees for gathering Hydrocarbons from such Oil and Gas
        Properties occurring and the reason for such change, (vi) attached to
        the certificate is a list of all producers transporting Hydrocarbons in
        the Pipelines from their Oil and Gas Properties, and (vii) all of the
        Pipelines gathering Hydrocarbons from the Oil and Gas Properties
        evaluated by such Reserve Report are Mortgaged Property except as set
        forth on a schedule attached to the certificate.

        Section 8.08   TITLE CURATIVE. The Obligors shall cure, or cause to be
cured, any title defects or exceptions which are not Excepted Liens.

        Section 8.09   ADDITIONAL COLLATERAL.

                (a) LIEN ON PIPELINE PROPERTIES. At all times hereunder that the
        Indebtedness remains unpaid, including whenever any Obligor acquires any
        additional Pipeline Properties, Obligors shall grant to the
        Administrative Agent for the benefit of the Lenders as security for the
        Indebtedness a first-priority Lien interest (subject only to Excepted
        Liens) covering such Properties under the Security Instruments. Such
        Lien will be created and perfected by and in accordance with the
        provisions of mortgages, deeds of trust, security agreements and
        financing statements, or other Security Instruments, all in form and
        substance satisfactory to the Administrative Agent in its sole
        discretion and in sufficient executed (and acknowledged where necessary
        or appropriate) counterparts for recording purposes.

                (b) TITLE INFORMATION. Concurrently with the granting of the
        Lien or other action referred to in SECTION 8.09(a) above, the Borrower
        or such Obligor will provide to the Administrative Agent title
        information in form and substance satisfactory to the Administrative
        Agent in its sole discretion with respect to such Obligor's interests in
        such Pipeline Properties.

                (c) LEGAL OPINIONS. Promptly after the filing of any new
        Security Instrument in any state, upon the request of the Administrative
        Agent, the Obligors will provide, or cause to be provided, to the
        Administrative Agent an opinion addressed to the Administrative Agent
        for the

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<PAGE>

        benefit of the Lenders in form and substance satisfactory to the
        Administrative Agent in its sole discretion from counsel acceptable to
        Administrative Agent, stating that the Security Instrument is valid,
        binding and enforceable in accordance with its terms and in legally
        sufficient form for such jurisdiction.

                (d) SUBORDINATION OF OBLIGOR'S LIENS.

                        (i) Each Obligor hereby subordinates and assigns in
                favor of Administrative Agent for the benefit of the Lenders any
                and all liens, statutory or otherwise, and any rights of offset
                contractual or otherwise it has or may have in the future
                against such Obligors' interests in the Mortgaged Properties or
                in the Pipeline Properties and revenues attributable to its
                interest therein, including the Contracts and Records (defined
                below).

                        (ii) Any officer or employee of Administrative Agent is
                expressly granted the right at its option upon not less than one
                (1) Business Day's notice, to visit and inspect (a) each
                Obligors' offices, including all books and records, area of
                mutual interest agreements, gathering agreements, pipeline
                operating agreements, contracts and other agreements that relate
                to the Pipeline Properties, geological and geophysical,
                production data and records, accounting records, and land files
                referring to the gathering, transportation, sale, purchase,
                exchange or processing of Hydrocarbons whether such data,
                information or agreements are in written form or electronic
                format (the "CONTRACTS AND RECORDS"), and to examine, take
                copies and extracts therefrom, and (b) any of the Pipeline
                Properties.

                        (iii) Following the occurrence and during the
                continuance of an Event of Default, each Obligor acknowledges
                that the Administrative Agent is expressly granted the right to
                exercise any and all liens, statutory or otherwise, rights of
                offset or recoupment it has and to receive the monies, income,
                proceeds, or benefits attributable to the gathering,
                transportation of Hydrocarbons through the Pipeline Properties,
                to hold the same as security for the Indebtedness and to apply
                it on the principal and interest or other amounts owing on any
                of the Indebtedness, whether or not then due, in such order or
                manner as Administrative Agent may elect.

                        (iv) In the event of a foreclosure, deed in lieu, or
                other transfer of record or beneficial ownership or operations
                of the Mortgaged Properties, each Obligor, as bailee, agrees to
                cooperate and assist Administrative Agent and its officers,
                agents and counsel in the peaceful transfer and delivery of such
                Contracts and Records to such party or parties as Administrative
                Agent may in writing direct.

                        (v) Following the occurrence and during the continuance
                of an Event of Default and within thirty (30) days after receipt
                of notice from Administrative Agent, Obligors will relinquish
                their respective rights to operate the Pipelines to the
                Administrative Agent or its designee.

                (e) SUBORDINATION OF INTERCOMPANY DEBT. Any Intercompany Notes
        or advances of any Obligor howsoever evidenced by journal entries or
        otherwise now or hereafter owed to or held by any other Obligor are
        hereby subordinated to the Indebtedness of such other Obligor to the
        Lenders, and any document or instrument evidencing such loans or
        advances shall contain a legend giving notice of such subordination. Any
        such Intercompany Notes or advances of any other Obligor due to such
        Obligor, if the Administrative Agent so requests, shall be collected,
        enforced and received by such Obligor as trustee for the Lenders and be
        paid over to the

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<PAGE>

        Administrative Agent for the account of the Lenders on account of
        the Indebtedness but without affecting in any manner the liability of
        such Obligor under the other provisions of this Agreement or any other
        Loan Document. Any Lien, claim, right or other encumbrance on any
        property of any Obligor in favor of any other Obligor is hereby
        subordinated in all respects to the Liens granted to the Administrative
        Agent for the benefit of the Lenders.

        Section 8.10   CORPORATE IDENTITY. The Borrower shall do or cause to be
done (or refrain from doing or causing to be done, as the case may be) all
things necessary to ensure that the separate legal identity of the Borrower and
General Partner will at all times be respected and that neither the Borrower,
General Partner nor any of Borrower's Subsidiaries will be liable for any
obligations, contractual or otherwise, of Atlas or any of the Atlas Direct
Subsidiaries or other entity in which Atlas or any Atlas Direct Subsidiaries
owns any equity interest (other than the Borrower, General Partner and
Borrower's Subsidiaries). Without limiting the foregoing, the Borrower will (i)
observe, and cause the General Partner to observe, all requirements, procedures
and formalities necessary or advisable in order that the Borrower will 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, Atlas, or the Atlas Direct Subsidiaries with assets of the Borrower or
any of its Subsidiaries which would prevent such assets of such persons from
being readily distinguished from the assets of the Borrower and its Subsidiaries
and (iii) take reasonable and customary actions to ensure that creditors of the
General Partner, Atlas or the Atlas Direct Subsidiaries are aware that each such
Person is an entity separate and distinct from the Borrower and its
Subsidiaries.

        Section 8.11   ERISA INFORMATION AND COMPLIANCE. The Obligors will
promptly furnish and will cause the Subsidiaries and any ERISA Affiliate to
promptly furnish to the Administrative Agent with sufficient copies to the
Lenders (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 Obligors, 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 Obligors 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 timely manner, without incurring
any late payment or underpayment charge or penalty, all premiums required
pursuant to sections 4006 and 4007 of ERISA.

        Section 8.12   MATERIAL AGREEMENTS. The Obligors will enforce the
obligations of Affiliates that are parties to the Material Agreements to the
same extent as they would enforce similar obligations of unrelated third
parties.

        Section 8.13   GUARANTIES. As an inducement to the Administrative Agent
and the Lenders to enter into this Agreement, each Obligor (other than the
Borrower) shall execute and deliver to Administrative Agent a Guaranty Agreement
substantially in the form and upon the terms of EXHIBIT G-1, providing for the
guaranty of payment and performance of the Indebtedness, or in the case of an
Obligor that has already executed and delivered a Guaranty Agreement pursuant to
the Existing Credit

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<PAGE>

Agreement, a Confirmation of Guaranty Agreement substantially in the form of
EXHIBIT G-2. In addition, at the time of the formation or acquisition of any
Subsidiary (other than the Unrestricted Entities), the Borrower shall cause such
Subsidiary to execute and deliver to the Administrative Agent (i) a Guaranty
Agreement substantially in the form and upon the terms of EXHIBIT G-1, providing
for the guaranty of payment and performance of the Indebtedness, (ii) Security
Instruments in form and substance satisfactory to the Administrative Agent
creating liens and security interests in all assets and properties of such
Subsidiary and in the equity interest in such Subsidiary except for any equity
interests in Unrestricted Entities, and (iii) such other documents and
instruments as may be required with respect to such Subsidiary pursuant to
SECTION 8.05. At the time of the formation or acquisition of any Subsidiary or
any Unrestricted Entity, Borrower shall cause such Subsidiary or Unrestricted
Entity to execute and deliver to Administrative Agent certified copies of such
Subsidiary's, or Unrestricted Entity's, as the case may be, organizational
documents.

        Section 8.14   PROCEEDS OF EQUITY OFFERINGS. The Borrower shall apply
Equity Net Cash Proceeds as required pursuant to SECTIONS 2.07(b)(ii) AND (c).

                                   ARTICLE IX
                               NEGATIVE COVENANTS

        The Obligors covenant and agree that, so long as any of the Commitments
are in effect and until payment in full of Loans hereunder, all interest thereon
and all other amounts payable by the Obligors hereunder, without the prior
written consent of the Required Lenders:

        Section 9.01   DEBT. None of the Obligors will incur, create, assume or
permit to exist any Debt, except:

                (a) the Notes or other Indebtedness or any guaranty of or
        suretyship arrangement for the Notes or other Indebtedness;

                (b) Debt of the Borrower disclosed in SCHEDULE 9.01, and any
        renewals or extensions (but not increases) thereof;

                (c) accounts payable (for the deferred purchase price of
        Property or services) from time to time incurred in the ordinary course
        of business which, if greater than 90 days past the invoice or billing
        date, are being contested in good faith by appropriate proceedings if
        reserves adequate under GAAP shall have been established therefor;

                (d) Debt under leases permitted under SECTION 9.08;

                (e) Debt associated with bonds or surety obligations pursuant to
        Governmental Requirements in connection with the operation of any
        Obligor's Pipeline Properties;

                (f) Debt of the Obligors under Hedging Agreements permitted
        under SECTION 9.07;

                (g) Intercompany Debt, provided, that any such Intercompany Debt
        is (i) if in excess of Five Hundred Thousand Dollars ($500,000),
        evidenced by an Intercompany Note which has been pledged to secure the
        Indebtedness and is in the possession of the Administrative Agent, and
        (ii) subordinated to the Indebtedness upon terms and conditions
        satisfactory to the Administrative Agent;

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<PAGE>

                (h) Debt of the Borrower to the General Partner to enable the
        General Partner to pay general and administrative costs and expenses of
        the Borrower in accordance with past practices;

                (i) Debt in an amount not to exceed Two Hundred Fifty Million
        Dollars ($250,000,000) incurred in connection with a senior or
        subordinated unsecured note offering with a maturity date at least one
        year beyond the maturity of the Facilities, the documentation for which
        contains covenants no more restrictive than those set forth in this
        Agreement; and

                (j) Debt of the Borrower not otherwise described under
        SUBPARAGRAPHS (A) through (i) above not to exceed Five Hundred Thousand
        Dollars ($500,000) in the aggregate.

        Section 9.02   LIENS. None of the Obligors will create, incur, assume or
permit to exist any Lien on any of its Properties (now owned or hereafter
acquired), except:

                (a) Liens in favor of the Administrative Agent for the benefit
        of the Lenders securing the payment of any Indebtedness;

                (b) Excepted Liens;

                (c) Liens securing leases allowed under SECTION 9.08, but only
        on the Property under lease;

                (d) Liens on cash or securities of an Obligor securing the Debt
        described in SECTION 9.01(e);

                (e) Liens in existence on the date hereof securing Debt of the
        Borrower disclosed in SCHEDULE 9.01, provided, that no such Liens shall
        be extended to cover any additional Property after the date hereof and
        the amount of Debt secured thereby is not increased;

                (f) purchase money Liens upon or in any Property acquired by the
        Borrower or any of its Subsidiaries to secure the deferred portion of
        the purchase price of Property or to secure Debt incurred to finance the
        acquisition of such Property, provided, that (i) no such Lien shall be
        extended to cover property other than the property being acquired, and
        (ii) the Debt thereby secured is permitted by SECTION 9.01(j); and

                (g) Liens on equity interests in any Unrestricted Entities
        securing Debt of such Unrestricted Entities.

        Section 9.03   INVESTMENTS, LOANS AND ADVANCES. No Obligors will make or
permit to remain outstanding any loans or advances to or investments in any
Person, except that the foregoing restriction shall not apply to:

                (a) accounts receivable arising in the ordinary course of
        business;

                (b) direct obligations of the United States or any agency
        thereof, or obligations guaranteed by the United States or any agency
        thereof, in each case maturing within one year from the date of creation
        thereof;

                (c) commercial paper maturing within one year from the date of
        creation thereof rated in the highest grade by S&P or Moody's;

                                       53
<PAGE>

                (d) deposits maturing within one year from the date of creation
        thereof with, including certificates of deposit issued by, any Lender or
        any office located in the United States of any other bank or trust
        company which is organized under the laws of the United States or any
        state thereof, has capital, surplus and undivided profits aggregating at
        least One Hundred Million Dollars ($100,000,000.00) (as of the date of
        such Lender's or bank or trust company's most recent financial reports)
        and has a short term deposit rating of no lower than A2 or P2, as such
        rating is set forth from time to time, by S&P or Moody's, respectively;

                (e) deposits in money market funds investing exclusively in
        investments described in SECTION 9.03(c), or 9.03(d);

                (f) investments, loans or advances in or to the Borrower or any
        Subsidiary permitted under SECTION 9.01(g);

                (g) Loans and advances by Borrower to General Partner to pay
        general and administrative expenses of the Borrower pursuant to the
        Limited Partnership Agreement;

                (h) Other loans or advances not otherwise described under
        SUBPARAGRAPHS (A) through (G) above not to exceed in the aggregate Fifty
        Thousand Dollars ($50,000);

                (i) Non-hostile acquisitions of equity securities, or assets
        constituting a business unit, of any Person, provided that (i)
        immediately prior to and after giving effect to such acquisition, no
        Default or Event of Default exists or would result therefrom, (ii) if
        such acquisition is of equity securities of a Person (other than an
        Unrestricted Entity), such person becomes a Guarantor, (iii) such Person
        is principally engaged in the same business as the Obligors, (iv) the
        Borrower shall be in pro forma compliance with the covenants set forth
        in SECTIONS 9.13, 9.14 and 9.15 based on the trailing 12 quarters and as
        adjusted for such acquisition, (v) such acquired Person (other than an
        Unrestricted Entity) or assets shall not be subject to any material
        liabilities except as permitted by this Agreement, (vi) a first priority
        perfected lien and security interest shall be granted to the
        Administrative Agent for the benefit of the Lenders in such acquired
        assets; provided however, that (I) nothing herein shall require any
        Unrestricted Entity to grant a first priority lien in its assets; (II)
        such acquisition shall be limited to Persons primarily involved in the
        business of, and/or assets primarily involving, natural gas gathering
        and processing operations; and (III) each such acquisition shall be
        limited to an aggregate purchase price of Fifteen Million Dollars
        ($15,000,000).

        Section 9.04   DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS. The Borrower
will not declare or pay any dividend, purchase, redeem or otherwise acquire for
value any of its stock now or hereafter outstanding, return any capital to its
unitholders or make any distribution of its assets to its unitholders if an
Event of Default has occurred and is continuing or would occur as a result of
such distribution.

        Section 9.05   SALES AND LEASEBACKS. No Obligors will enter into any
arrangement, directly or indirectly, with any Person whereby any such Obligor
shall sell or transfer any of its Property, whether now owned or hereafter
acquired, and whereby such Obligor shall then or thereafter rent or lease as
lessee such Property or any part thereof or other Property which such Obligor
intends to use for substantially the same purpose or purposes as the Property
sold or transferred.

        Section 9.06   NATURE OF BUSINESS. No Obligor will allow any material
change to be made in the character of its business as an owner or operator of a
private natural gas gathering systems company and as an owner of Unrestricted
Entities. None of the Obligors shall materially amend, waive or modify any of
their Material Agreements in any manner that could reasonably be expected to
cause any material

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<PAGE>

and adverse effect on the Administrative Agent's and the Lenders' interests in
the collateral securing the Indebtedness, or the Administrative Agents' or the
Lenders' ability to enforce their rights and remedies under this Agreement or
any other Loan Document, at law or in equity.

        Section 9.07   HEDGING AGREEMENTS. Obligors shall not enter into or in
any manner be liable on any Hedging Agreement, except:

                (a) Hedging Agreements entered into with the purpose and effect
        of fixing prices on oil and/or gas; provided, that at all times: (1) no
        such contract shall be for speculative purposes; (2) such contracts
        shall be on terms satisfactory to Administrative Agent and the Lenders;
        (3) 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;
        (4) no such Hedging Agreement, when aggregated with all Hedging
        Agreements permitted under this SECTION 9.07(a), requires any Obligor
        party thereto to deliver more than eighty percent (80%) of the total
        estimated throughput of Hydrocarbon volumes owned by any Obligor for its
        own account on such Obligor's Pipeline Properties and associated
        processing facilities; and (5) each such contract shall be with a Lender
        or an Affiliate of a Lender, 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 S&P or Moody's.

                (b) Hedging Agreements entered into with the purpose and effect
        of fixing interest rates on a principal amount of the Notes of the
        Borrower that is accruing interest at a variable rate; provided, that
        (1) no such contract shall be for speculative purposes; (2) the floating
        rate index of each such contract generally matches the index used to
        determine the floating rates of interest on the corresponding
        Indebtedness of the Borrower to be hedged by such contract; (3) the
        aggregate notional amount of such Hedging Agreements shall not exceed
        one hundred percent (100%) of the principal outstanding under the Notes;
        and (4) each such contract shall be with a Lender or an Affiliate of a
        Lender, 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 S&P or Moody's
        (or a successor credit rating agency).

                (c) Hedging Agreements entered into with the purpose and effect
        of floating interest rates on a principal amount of Indebtedness of the
        Borrower that is accruing interest at a fixed rate; provided, that (1)
        no such contract shall be for speculative purposes; (2) the aggregate
        notional amount of such Hedging Agreements shall not exceed one hundred
        percent (100%) of the principal outstanding of such Indebtedness; and
        (3) each such contract shall be with a Lender or an Affiliate of a
        Lender, 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 S&P or Moody's
        (or a successor credit rating agency).

                (d) In the event any Obligor enters into a Hedging Agreement
        with any of the Lenders, the contingent obligation evidenced under such
        Hedging Agreement shall not be applied against such Lender's Commitment.
        Any Indebtedness incurred under any Hedging Agreement with any Lender
        shall be treated as Indebtedness pari passu with all Indebtedness
        otherwise incurred hereunder or under the other Loan Documents and shall
        be secured under the Security Instruments.

        Section 9.08   LIMITATION ON LEASES. None of the Obligors will create,
incur, assume or permit to exist any obligation for the payment of rent or hire
of Property of any kind whatsoever real or personal including capital leases
which would cause the aggregate amount of all payments made by such Obligors

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pursuant to all such leases or lease agreements to exceed One Million Five
Hundred Thousand Dollars ($1,500,000) in any period of twelve consecutive
calendar months during the life of such leases, excluding however (i) oil and
gas leases or rights of way acquired in the ordinary course of business solely
with respect to the right to maintain flow lines or gathering lines or sales
lines across the lands subject thereto, and (ii) equipment leases in the
ordinary course of business for compression of Hydrocarbons gathered and
transported through the Pipelines under leases or lease agreements.

        Section 9.09   MERGERS, ETC. None of the Obligors will merge into or
with or consolidate with any other Person, or liquidate, sell, lease or
otherwise dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its Property or assets (whether now owned or
hereafter acquired) to or in favor of any other Person, except, so long as no
Default exists or would result therefrom, (i) any Subsidiary may merge with (a)
the Borrower, provided, that the Borrower shall be the continuing or surviving
Person, or (b) any one or more other Subsidiaries, provided, that that if a
wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned
Subsidiary shall be the continuing or surviving Person, and (ii) any Subsidiary
may dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or to another Subsidiary; provided,
that if the transferor in such a transaction is a Guarantor, then the transferee
must either be the Borrower or a Guarantor.

        Section 9.10   PROCEEDS OF NOTES AND LETTERS OF CREDIT. The Borrower
will not permit the proceeds of the Notes or Letters of Credit to be used for
any purpose other than those permitted by SECTION 7.07. Neither the Borrower nor
any Person acting on behalf of the Borrower has taken or will take any action
which might cause any of the Loan Documents to violate Regulation T, U or X or
any other regulation of the Board of Governors of the Federal Reserve System or
to violate Section 7 of the Securities Exchange Act of 1934 or any rule or
regulation thereunder, in each case as now in effect or as the same may
hereinafter be in effect.

        Section 9.11   ERISA COMPLIANCE. The Obligors will not at any time
engage in a transaction which could be subject to Section 4069 or 4212(c) of
ERISA, or permit any Plan maintained by a Company to (i) engage in any
non-exempt "prohibited transaction" (as defined in Section 4975 of the Code);
(ii) fail to comply with ERISA or any other applicable Laws; or (iii) incur any
material "accumulated funding deficiency" (as defined in Section 302 of ERISA),
which, with respect to each event listed above, could be reasonably expected to
have a Material Adverse Effect.

        Section 9.12   SALE OR DISCOUNT OF RECEIVABLES. None of the Obligors nor
any Subsidiary will discount or sell (with or without recourse) any of its notes
receivable or accounts receivable.

        Section 9.13   CONSOLIDATED EBITDA TO CONSOLIDATED INTEREST EXPENSE. The
Borrower will not permit the ratio of its Consolidated EBITDA to Consolidated
Interest Expense as of the end of any fiscal quarter of the Borrower (calculated
quarterly based upon the four most recently completed quarters) to be less than
3.00 to 1.00.

        Section 9.14   CONSOLIDATED FUNDED DEBT TO CONSOLIDATED EBITDA. The
Borrower will not permit the ratio of its Consolidated Funded Debt to
Consolidated EBITDA (the "LEVERAGE RATIO") as of the end of any fiscal quarter
of the Borrower (calculated quarterly based upon the four most recently
completed quarters, and including pro forma adjustments acceptable to the
Administrative Agent following any material acquisition) set forth below to be
more than the ratio corresponding to such periods:

        Closing Date through September 29, 2005                 5.50 to 1.00
        September 30, 2005 and thereafter                       4.50 to 1.00

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        Section 9.15   CONSOLIDATED SENIOR SECURED DEBT TO CONSOLIDATED EBITDA.
The Borrower will not permit the ratio of its Consolidated Senior Secured Debt
to Consolidated EBITDA (the "SENIOR SECURED LEVERAGE RATIO") as of the end of
any fiscal quarter of the Borrower (calculated quarterly based upon the four
most recently completed quarters, and including pro forma adjustments acceptable
to the Administrative Agent following any material acquisition) set forth below
to be more than the ratio corresponding to such periods:

        Closing Date through September 29, 2005                  5.50 to 1.00
        September 30, 2005 through March 30, 2006                4.50 to 1.00
        March 31, 2006 and thereafter                            3.50 to 1.00

        Section 9.16   DISPOSITION OF PIPELINE PROPERTIES. The Obligors will not
Transfer any Pipeline Property or any interest in any Pipeline Property to any
Person other than Obligors except (i) the sale, lease, transfer or other
disposition or alienation for fair consideration in the ordinary course of
business of any Pipeline Property having a fair market value not to exceed Five
Hundred Thousand Dollars ($500,000) in the aggregate in any twelve month period,
and (ii) the abandonment of any section of the Pipelines as the wells connected
to that section cease to produce in economic quantities; provided, no Event of
Default exists or would be caused thereby.

        Section 9.17   ENVIRONMENTAL MATTERS. None of the Obligors will cause or
permit any of its Property to be in violation of, or do anything or permit
anything to be done which will subject any such Property to any remedial
obligations under any Environmental Laws, assuming disclosure to the applicable
Governmental Authority of all relevant facts, conditions and circumstances, if
any, pertaining to such Property where such violations or remedial obligations
would have a Material Adverse Effect.

        Section 9.18   TRANSACTIONS WITH AFFILIATES. None of the Obligors will
enter into any transaction, including, without limitation, any purchase, sale,
lease or exchange of Property or the rendering of any service, with any
Affiliate unless such transactions are otherwise permitted under this Agreement,
are in the ordinary course of its business and are upon fair and reasonable
terms no less favorable to it than it would obtain in a comparable arm's length
transaction with a Person not an Affiliate; provided, that for purposes of this
Section the agreements numbered 1, 2, 3, 4 and 5 on SCHEDULE 7.23 shall be
deemed to be arm's length transactions.

        Section 9.19   SUBSIDIARIES. The Obligors shall not create any
additional Subsidiaries (other than Unrestricted Entities) that do not become
Guarantors hereunder. The Borrower shall not sell or issue any stock or
ownership interest of a Subsidiary, except in compliance with SECTION 9.04.

        Section 9.20   NEGATIVE PLEDGE AGREEMENTS. None of the Obligors will
create, incur, assume or permit to exist any contract, agreement or
understanding (other than this Agreement and the Security Instruments) which in
any way prohibits or restricts the granting, conveying, creation or imposition
of any Lien on any of its Property or restricts it or any other Subsidiary from
paying dividends to the Borrower, or which requires the consent of or notice to
other Persons in connection therewith.

        Section 9.21   IMBALANCES OR OTHER PREPAYMENTS. The Obligors will not
allow gas imbalances, take-or-pay or other prepayments with respect to the
Pipeline Properties of the Obligors which would require the Obligors to gather
in the aggregate five percent (5%) or more of the Hydrocarbons throughput on a
monthly basis from the Oil and Gas Properties at some future time without then
or thereafter receiving full payment therefor.

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        Section 9.22   AMENDMENTS TO MATERIAL AGREEMENTS. The Obligors shall not
permit any assignment, transfer or amendment to any Material Agreement, if such
assignment, transfer of amendment could reasonably be expected to have a
Material Adverse Effect. Without limiting the foregoing, no amendment shall be
made to the Omnibus Agreement or the Limited Partnership Agreement that shall
increase the annual administrative fee paid to Atlas (other than (i) adjustments
approved by the Conflicts Committee (as defined in the Limited Partnership
Agreement) to account for adjustments in the nature of the services provided by
Atlas and/or the Atlas Direct Subsidiaries as a result of acquisitions by the
Obligors or other expansions of the business of the Obligors and (ii) inflation
adjustments made pursuant to the terms of the Omnibus Agreement as in effect on
the Closing Date). Without limiting the foregoing, no amendment shall be made to
the Master Natural Gas Gathering Agreements that shall decrease the tariff
received by Obligors for gathering Hydrocarbons, or that shall change the term
of such agreements or quantities to be delivered to the Pipelines under such
agreements.

        Section 9.23   ACCOUNTING CHANGES. Borrower shall not and shall not
permit any Subsidiary to make any significant change in accounting treatment or
reporting practices except as required by GAAP, or change the fiscal year of the
Borrower or any Subsidiary.

                                   ARTICLE X
                           EVENTS OF DEFAULT; REMEDIES

        Section 10.01  EVENTS OF DEFAULT. One or more of the following events
shall constitute an "EVENT OF DEFAULT":

                (a) the Borrower shall default in the payment or prepayment when
        due of any principal of or interest on any Loan, or any reimbursement
        obligation for a disbursement made under any Letter of Credit, or any
        fees or other amount payable by it hereunder or under any Security
        Instrument; or

                (b) (i) any Obligor shall default in the payment when due of any
        principal of or interest on any of its other Debt aggregating One
        Hundred Fifty Thousand Dollars ($150,000) or more, or any event
        specified in any note, agreement, indenture or other document evidencing
        or relating to any such Debt shall occur if the effect of such event is
        to cause, or (with the giving of any notice or the lapse of time or
        both) to permit the holder or holders of such Debt (or a trustee or
        agent on behalf of such holder or holders) to cause, such Debt to become
        due prior to its stated maturity; or (ii) Atlas shall default in the
        payment when due of any principal of or interest on any Debt in excess
        of Twenty-Five Million Dollars ($25,000,000), or any event specified in
        any note, agreement, indenture or other document evidencing or relating
        to any such Debt shall occur if the effect of such event is to cause, or
        (with the giving of any notice or the lapse of time or both) to permit
        the holder or holders of such Debt (or a trustee or agent on behalf of
        such holder or holders) to cause, such Debt to become due prior to its
        stated maturity; or

                (c) any representation, warranty or certification made or deemed
        made herein or in any Loan Document by any Obligor or any Subsidiary, or
        any certificate furnished to any Lender or the Administrative Agent
        pursuant to the provisions hereof or any Security Instrument, shall
        prove to have been false or misleading as of the time made or furnished
        in any material respect; or

                (d) any Obligor shall default in the performance of any of its
        obligations under ARTICLE IX or any other Article of this Agreement
        other than under ARTICLE VIII; or any Obligor shall default in the
        performance of any of its obligations under ARTICLE VIII or under any
        Loan Document to which it is a party (other than the payment of amounts
        due which shall be governed

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        by SECTION 10.01(a)) and such default shall continue unremedied for a
        period of thirty (30) days following the occurrence thereof; or

                (e) any Obligor shall admit in writing its inability to, or be
        generally unable to, pay its debts as such debts become due; or

                (f) any Obligor shall (i) apply for or consent to the
        appointment of, or the taking of possession by, a receiver, custodian,
        trustee or liquidator of itself or of all or a substantial part of its
        property, (ii) make a general assignment for the benefit of its
        creditors, (iii) commence a voluntary case under the Federal Bankruptcy
        Code (as now or hereafter in effect), (iv) file a petition seeking to
        take advantage of any other law relating to bankruptcy, insolvency,
        reorganization, winding-up, liquidation or composition or readjustment
        of debts, (v) fail to controvert in a timely and appropriate manner, or
        acquiesce in writing to, any petition filed against it in an involuntary
        case under the Federal Bankruptcy Code, or (vi) take any corporate
        action for the purpose of effecting any of the foregoing; or

                (g) a proceeding or case shall be commenced, without the
        application or consent of any Obligor, in any court of competent
        jurisdiction, seeking (i) its liquidation, reorganization, dissolution
        or winding-up, or the composition or readjustment of its debts, (ii) the
        appointment of a trustee, receiver, custodian, liquidator or the like of
        such Obligor of all or any substantial part of its assets, or (iii)
        similar relief in respect of such Obligor under any law relating to
        bankruptcy, insolvency, reorganization, winding-up, or composition or
        adjustment of debts, and such proceeding or case shall continue
        undismissed, or an order, judgment or decree approving or ordering any
        of the foregoing shall be entered and continue unstayed and in effect,
        for a period of 60 days; or (iv) an order for relief against any Obligor
        shall be entered in an involuntary case under the Federal Bankruptcy
        Code; or

                (h) a judgment or judgments for the payment of money in excess
        of Three Hundred Thousand Dollars ($300,000) in the aggregate shall be
        rendered by a court against any Obligor and the same shall not be
        discharged (or provision shall not be made for such discharge), or a
        stay of execution thereof shall not be procured, within the period of
        time prescribed by applicable rules of civil procedure in which to
        perfect an appeal thereof and such Obligor shall not, within said
        period, or such longer period during which execution of the same shall
        have been stayed, or an appeal therefrom shall cause the execution
        thereof to be stayed during such appeal; or

                (i) the Loan Documents after delivery thereof shall for any
        reason, except to the extent permitted by the terms thereof, cease to be
        in full force and effect and valid, binding and enforceable in
        accordance with their terms, or, with respect to the Security
        Instruments, cease to create a valid and perfected Lien of the priority
        required thereby on any of the collateral purported to be covered
        thereby, except to the extent permitted by the terms of this Agreement,
        or any Obligor shall so state in writing; or

                (j) a Change in Control with respect to Atlas, the General
        Partner or any Obligor occurs; provided, that any Change in Control that
        occurs as a result of a Permitted Merger shall not constitute a Default;
        or

                (k) termination of any Material Agreement or any material
        provision of any Material Agreement if such termination could reasonably
        be expected to have a Material Adverse Effect and such agreement or
        provision is not replaced (prior to such termination) in a manner that
        will prevent such Material Adverse Effect; or default by any Person in
        the performance or observance of any material term of any Material
        Agreement which is not cured within the applicable cure

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        period specified in such Material Agreement, if such default could
        reasonably be expected to have a Material Adverse Effect; or

                (l) any Obligor conceals any of its Property with the intent to
        hinder, delay or defraud any Lender, the Issuing Bank, or the
        Administrative Agent with respect to their rights in the Mortgaged
        Property or any other Property of the Obligors; or

                (m) a Material Adverse Effect occurs.

        Section 10.02  REMEDIES.

                (a) In the case of an Event of Default other than one referred
        to in CLAUSES (e), (f) or (g) of SECTION 10.01, the Administrative
        Agent, upon request of the Required Revolver Lenders, shall, by notice
        to the Borrower, cancel the Revolver Commitments (in whole or part) and
        upon request of Required Lenders, declare the principal amount then
        outstanding of, and the accrued interest on, the Loans and all other
        amounts payable by the Borrower hereunder and under the Notes
        (including, without limitation, upon request of the Required Revolver
        Lenders, the payment of cash collateral to secure the LC Exposure as
        provided in SECTION 2.09(b)) to be forthwith due and payable, whereupon
        such amounts shall be immediately due and payable without presentment,
        demand, protest, notice of intent to accelerate, notice of acceleration
        or other formalities of any kind, all of which are hereby expressly
        waived by the Borrower.

                (b) In the case of the occurrence of an Event of Default
        referred to in CLAUSES (e), (f) or (g) of SECTION 10.01, the Commitments
        shall be automatically canceled and the principal amount then
        outstanding of, and the accrued interest on, the Loans and all other
        amounts payable by the Borrower hereunder and under the Notes (including
        without limitation the payment of cash collateral to secure the LC
        Exposure as provided in SECTION 2.09(b)) shall become automatically
        immediately due and payable without presentment, demand, protest, notice
        of intent to accelerate, notice of acceleration or other formalities of
        any kind, all of which are hereby expressly waived by the Borrower.

                (c) All proceeds received after maturity of the Notes, whether
        by acceleration or otherwise shall be applied first to reimbursement of
        expenses and indemnities provided for in this Agreement and the Security
        Instruments; second to accrued interest on the Notes; third to fees;
        fourth pro rata to principal outstanding on the Notes and other
        Indebtedness; fifth to serve as cash collateral to be held by the
        Administrative Agent to secure the LC Exposure; and any excess shall be
        paid to the Borrower or as otherwise required by any Governmental
        Requirement.

        Section 10.03  GATHERING FEES; DISTRIBUTIONS.

                (a) Obligors shall be entitled to receive from the producers all
        gathering fees, subject however to the liens created under the Security
        Instruments, which liens are hereby affirmed and ratified. Automatically
        upon an Event of Default under SECTION 10.01(e), (f) or (g) and upon the
        occurrence and during the continuance of any other Event of Default,
        Administrative Agent may exercise all rights and remedies granted under
        the Mortgages, including the right to obtain possession of all gathering
        fees then held by Obligors or to receive directly from the producers all
        other gathering fees.

                (b) In no case shall any failure, whether purposed or
        inadvertent, by Administrative Agent to collect directly any such
        gathering fees constitute in any way a waiver, remission or

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        release of any of its rights under the Mortgages, nor shall any release
        of any other proceeds of runs or of any rights of Administrative Agent
        to collect other gathering fees.

                (c) Borrower will upon the instruction of Administrative Agent
        join with Administrative Agent in notifying, in writing and accompanied
        (if necessary) by certified copies of the Security Instruments,
        producers of Hydrocarbons in the Oil and Gas Properties transporting
        natural gas through the Pipelines of the existence of the Security
        Instruments and instructing that all gathering fees be paid directly to
        Administrative Agent for the ratable benefit of the Lenders.

                (d) Notwithstanding that, under ARTICLE VIII of the Pledge,
        Assignment and Security Agreement executed by each of the Obligors, as
        "Debtor" thereto (herein collectively the "PLEDGES"), such parties have
        unconditionally assigned to Administrative Agent for the ratable benefit
        of the Lenders all of the dividends, interest, or other Distributions
        (as defined therein) paid or payable in respect of the collateral
        covered thereby:

                        (i) Until such time as Administrative Agent shall notify
                such Obligors to the contrary, Obligors shall be entitled to
                receive and retain all such Distributions, subject however to
                the security interests created under the Pledges, which liens
                are hereby affirmed and ratified. Automatically upon an Event of
                Default under SECTION 10.01(e), (f) or (g) and upon the
                occurrence and during the continuance of any other Event of
                Default, Administrative Agent may exercise all rights and
                remedies granted under the Pledges, including the right to
                obtain possession of all Distributions then held by Obligors or
                to receive directly from the Subsidiaries and Partnerships
                making such payments all future Distributions attributable to
                the collateral.

                        (ii) In no case shall any failure, whether purposed or
                inadvertent, by Administrative Agent to collect directly any
                such Distributions constitute in any way a waiver, remission or
                release of any of its rights under the Pledges, nor shall any
                release of any other Distributions or of any rights of
                Administrative Agent to collect other Distributions thereafter.

                        (iii) Borrower will upon the instruction of
                Administrative Agent join with Administrative Agent in notifying
                in writing to the entities responsible for making such
                Distributions of the existence of the Pledges, and instructing
                that all Distributions be paid directly to Administrative Agent
                for the ratable benefit of the Lenders.

                                   ARTICLE XI
                            THE ADMINISTRATIVE AGENT

        Section 11.01  APPOINTMENT, POWERS AND IMMUNITIES. Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to act as its agent
hereunder and under the Security Instruments with such powers as are
specifically delegated to the Administrative Agent by the terms of this
Agreement and the Security Instruments, together with such other powers as are
reasonably incidental thereto. The Administrative Agent (which term as used in
this sentence and in SECTION 11.05 and the first sentence of SECTION 11.06 shall
include reference to its Affiliates and its and its Affiliates' officers,
directors, employees, attorneys, accountants, experts and agents): (i) shall
have no duties or responsibilities except those expressly set forth in the Loan
Documents, and shall not by reason of the Loan Documents be a trustee or
fiduciary for any Lender; (ii) makes no representation or warranty to any Lender
and shall not be responsible to the Lenders for any recitals, statements,
representations or warranties contained in this Agreement, or in any certificate
or other document referred to or provided for in, or received by any of them
under, this Agreement, or for the value, validity, effectiveness,

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genuineness, execution, effectiveness, legality, enforceability or sufficiency
of this Agreement, any Note or any other document referred to or provided for
herein or for any failure by any of the Obligors or any other Person (other than
the Administrative Agent) to perform any of its obligations hereunder or
thereunder or for the existence, value, perfection or priority of any collateral
security or the financial or other condition of the Borrower, its Subsidiaries
or any other obligor or guarantor; (iii) except pursuant to SECTION 11.07 shall
not be required to initiate or conduct any litigation of collection proceedings
hereunder; and (iv) shall not be responsible for any action taken or omitted to
be taken by it hereunder or under any other document or instrument referred to
or provided for herein or in connection herewith including its own ordinary
negligence, except for its own gross negligence or willful misconduct. The
Administrative Agent may employ agents, accountants, attorneys and experts and
shall not be responsible for the negligence or misconduct of any such agents,
accountants, attorneys or experts selected by it in good faith or any action
taken or omitted to be taken in good faith by it in accordance with the advice
of such agents, accountants, attorneys or experts. The Administrative Agent may
deem and treat the payee of any Note as the holder thereof for all purposes
hereof unless and until a written notice of the assignment or transfer thereof
permitted hereunder shall have been filed with the Administrative Agent.

        Section 11.02  RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telex, telecopier, telegram
or cable) believed by it to be genuine and correct and to have been signed or
sent by or on behalf of the proper Person or Persons, and upon advice and
statements of legal counsel, independent accountants and other experts selected
by the Administrative Agent.

        Section 11.03  DEFAULTS. The Administrative Agent shall not be deemed to
have knowledge of the occurrence of a Default (other than the non-payment of
principal of or interest on Loans or of fees or failure to reimburse for Letter
of Credit drawings) unless the Administrative Agent has received notice from a
Lender or the Borrower specifying such Default and stating that such notice is a
"NOTICE OF DEFAULT". In the event that the Administrative Agent receives such a
notice of the occurrence of a Default, the Administrative Agent shall give
prompt notice thereof to the Lenders. In the event of a payment Default, the
Administrative Agent shall give each Lender prompt notice of each such payment
Default.

        Section 11.04  RIGHTS AS A LENDER. With respect to its Commitments and
the Loans made by it and its participation in the issuance of Letters of Credit,
Wachovia Bank, National Association (and any successor acting as Administrative
Agent) in its capacity as a Lender hereunder shall have the same rights and
powers hereunder as any other Lender and may exercise the same as though it were
not acting as the Administrative Agent, and the term "Lender" or "Lenders"
shall, unless the context otherwise indicates, include the Administrative Agent
in its individual capacity. Wachovia Bank, National Association (and any
successor acting as Administrative Agent) and its Affiliates may (without having
to account therefor to any Lender) accept deposits from, lend money to and
generally engage in any kind of banking, trust or other business with the
Obligors (and any of their Affiliates) as if it were not acting as the
Administrative Agent, and Wachovia Bank, National Association and its Affiliates
may accept fees and other consideration from the Obligors for services in
connection with this Agreement or otherwise without having to account for the
same to the Lenders.

        Section 11.05  INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent and the Issuing Bank ratably in accordance with their
percentage shares for the indemnity matters as described in SECTION 12.03 to the
extent not indemnified or reimbursed by the Obligors under SECTION 12.03, but
without limiting the obligations of the Obligors under said SECTION 12.03 and
for any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent or the Issuing Bank in any way relating to or arising out
of: (i) this

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Agreement, the Security Instruments or any other documents contemplated by or
referred to herein or the transactions contemplated hereby, but excluding,
unless a Default has occurred and is continuing, normal administrative costs and
expenses incident to the performance of its agency duties hereunder or (ii) the
enforcement of any of the terms of this Agreement, any Security Instrument or of
any such other documents; WHETHER OR NOT ANY OF THE FOREGOING SPECIFIED IN THIS
SECTION 11.05 ARISES FROM THE SOLE OR CONCURRENT NEGLIGENCE OF THE
ADMINISTRATIVE AGENT OR THE ISSUING BANK, provided that no Lender shall be
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Administrative Agent or the Issuing
Bank.

        Section 11.06  NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.
Each Lender acknowledges and agrees that it has, independently and without
reliance on the Administrative Agent or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis of the Obligors and its decision to enter into this Agreement, and that
it will, independently and without reliance upon the Administrative Agent or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement. The Administrative Agent shall
not be required to keep itself informed as to the performance or observance by
the Obligors of this Agreement, the Notes, the Security Instruments or any other
document referred to or provided for herein or to inspect the properties or
books of the Obligors. Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by the
Administrative Agent hereunder (including, without limitation, those materials
delivered to the Administrative Agent pursuant to SECTION 8.01), the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the affairs, financial
condition or business of the Obligors (or any of their Affiliates) which may
come into the possession of the Administrative Agent or any of its Affiliates.
In this regard, each Lender acknowledges that Haynes and Boone, LLP is acting in
this transaction as special counsel to the Administrative Agent only, except to
the extent otherwise expressly stated in any legal opinion or any Loan Document.
Each Lender will consult with its own legal counsel to the extent that it deems
necessary in connection with the Loan Documents and the matters contemplated
therein.

        Section 11.07  ACTION BY ADMINISTRATIVE AGENT. Except for action or
other matters expressly required of the Administrative Agent hereunder, the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder unless it shall (i) receive written instructions from
the Required Lenders or Required Revolver Lenders, as applicable (or all of the
Lenders as expressly required by SECTION 12.04), specifying the action to be
taken, and (ii) be indemnified to its satisfaction by the Lenders against any
and all liability and expenses which may be incurred by it by reason of taking
or continuing to take any such action. The instructions of the Required Lenders
or Required Revolver Lenders, as applicable (or all of the Lenders as expressly
required by SECTION 12.04), and any action taken or failure to act pursuant
thereto by the Administrative Agent shall be binding on all of the Lenders. If a
Default has occurred and is continuing, the Administrative Agent shall take such
action with respect to such Default as shall be directed by the Required Lenders
or Required Revolver Lenders, as applicable (or all of the Lenders as required
by SECTION 12.04), in the written instructions (with indemnities) described in
this SECTION 11.07, provided that, unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable in the best interests of the
Lenders. In no event, however, shall the Administrative Agent be required to
take any action which exposes the Administrative Agent to personal liability or
which is contrary to this Agreement and the Security Instruments or applicable
law.

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        Section 11.08  RESIGNATION OR REMOVAL OF ADMINISTRATIVE AGENT. Subject
to the appointment and acceptance of a successor Administrative Agent as
provided below, the Administrative Agent may resign at any time by giving notice
thereof to the Lenders and the Borrower, and the Administrative Agent may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within thirty (30) days after the retiring Administrative Agent's
giving of notice of resignation or the Required Lenders' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent. Upon the acceptance of
such appointment hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this ARTICLE XI and
SECTION 12.03 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as the Administrative
Agent.

        Section 11.09  NO OTHER DUTIES. Notwithstanding anything to the contrary
set forth herein, none of "syndication agent," "co-lead arrangers" or "sole book
runner" listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except
in its capacity, as applicable, as the Administrative Agent, a Co-Lead Arranger,
a Lender or the Issuing Bank hereunder.

        Section 11.10  COLLATERAL AND GUARANTY MATTERS. The Lenders and the
Issuing Bank irrevocably authorize and direct the Administrative Agent:

                (a) to release any Lien on any property granted to or held by
        the Administrative Agent under any Loan Document (i) upon termination of
        the Commitments, payment in full of all Indebtedness (other than
        contingent indemnification obligations), the expiration or termination
        of all Letters of Credit, and, if any Hedging Agreement remain
        outstanding, confirmation from each counterparty thereto known to the
        Administrative Agent to be party to such Hedging Agreement that such
        Person consents to such release, (ii) that is sold or to be sold as part
        of or in connection with any sale permitted hereunder or under any other
        Loan Document, or (iii) subject to SECTION 12.04, if approved,
        authorized or ratified in writing by the Required Lenders;

                (b) to subordinate any Lien on any property granted to or held
        by the Administrative Agent under any Loan Document to the holder of any
        Lien on such property that is permitted by SECTION 9.02(f); and

                (c) to release any Guarantor from its obligations under the
        Guaranty if such Person ceases to be a Subsidiary as a result of a
        transaction permitted hereunder.

Upon request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent's authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty pursuant to this SECTIONS
11.10.

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                                   ARTICLE XII
                                  MISCELLANEOUS

        Section 12.01  WAIVER. No failure on the part of the Administrative
Agent or any Lender to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under any of the Loan
Documents shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under any of the Loan Documents
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

        Section 12.02  NOTICES. All notices and other communications provided
for herein and in the other Loan Documents (including, without limitation, any
modifications of, or waivers or consents under, this Agreement or the other Loan
Documents) shall be given or made by telex, telecopy, courier or U.S. Mail or in
writing and telexed, telecopied, mailed or delivered to the intended recipient
at the "Address for Notices" specified below its name on the signature pages
hereof or in the Loan Documents or, as to any party, at such other address as
shall be designated by such party in a notice to each other party. Except as
otherwise provided in this Agreement or in the other Loan Documents, all such
communications shall be deemed to have been duly given when transmitted, if
transmitted before 1:00 p.m. local time on a Business Day (otherwise on the next
succeeding Business Day) by telex or telecopier and evidence or confirmation of
receipt is obtained, or personally delivered or, in the case of a mailed notice,
three (3) Business Days after the date deposited in the mails, postage prepaid,
in each case given or addressed as aforesaid.

        Section 12.03  PAYMENT OF EXPENSES, INDEMNITIES, ETC.

                (a) The Obligors agree:

                        (i) whether or not the transactions hereby contemplated
                are consummated, to pay all reasonable expenses of the
                Administrative Agent in the administration (both before and
                after the execution hereof and including advice of counsel as to
                the rights and duties of the Administrative Agent and the
                Lenders with respect thereto) of, and in connection with the
                negotiation, syndication, investigation, preparation, execution
                and delivery of, recording or filing of, preservation of rights
                under, enforcement of, and refinancing, renegotiation or
                restructuring of, the Loan Documents and any amendment, waiver
                or consent relating thereto (including, without limitation,
                travel, photocopy, mailing, courier, telephone and other similar
                expenses of the Administrative Agent, the cost of environmental
                audits, surveys and appraisals at reasonable intervals, the
                reasonable fees and disbursements of counsel and other outside
                consultants for the Administrative Agent and, in the case of
                preservation or enforcement of rights (including restructurings
                and workouts), the reasonable fees and disbursements of counsel
                for the Administrative Agent and any of the Lenders); and
                promptly reimburse the Administrative Agent for all amounts
                expended, advanced or incurred by the Administrative Agent or
                the Lenders to satisfy any obligation of the Obligors under this
                Agreement or any Security Instrument, including without
                limitation, all costs and expenses of foreclosure;

                        (ii) To indemnify the Administrative Agent and each
                Lender and each of their affiliates and each of their officers,
                directors, employees, representatives, agents, attorneys,
                accountants and experts ("INDEMNIFIED PARTIES") from, hold each
                of them harmless against and promptly upon demand pay or
                reimburse each of them for, the indemnity matters which may be
                incurred by or asserted against or involve any of them

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                (whether or not any of them is designated a party thereto) as a
                result of, arising out of or in any way related to (i) any
                actual or proposed use by the Borrower or any Guarantor of the
                proceeds of any of the loans or letters of credit, (ii) the
                execution, delivery and performance of the loan documents, (iii)
                the operations of the business of the Obligors and their
                Subsidiaries, (iv) the failure of the Obligors or any Subsidiary
                to comply with the terms of any loan document, or with any
                governmental requirement, (v) any inaccuracy of any
                representation or any breach of any warranty of the Obligors set
                forth in any of the loan documents, (vi) the issuance, execution
                and delivery or transfer of or payment or failure to pay under
                any letter of credit, or (vii) the payment of a drawing under
                any letter of credit notwithstanding the non-compliance,
                non-delivery or other improper presentation of the manually
                executed draft(s) and certification(s), (viii) any assertion
                that the Lenders were not entitled to receive the proceeds
                received pursuant to the Security Instruments, or (ix) any other
                aspect of the loan documents, including, without limitation, the
                reasonable fees and disbursements of counsel and all other
                expenses incurred in connection with investigating, defending or
                preparing to defend any such action, suit, proceeding (including
                any investigations, litigation or inquiries) or claim and
                INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE
                ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY, but excluding all
                indemnity matters arising solely by reason of claims between the
                Lenders or any Lender and the Administrative Agent or a Lender's
                shareholders against the Administrative Agent or Lender or by
                reason of the gross negligence or willful misconduct on the part
                of the Indemnified Party; and

                        (III) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME
                THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LOSSES,
                CLAIMS, COST RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR
                PROCEEDINGS, DAMAGES AND LIABILITIES TO WHICH ANY SUCH PERSON
                MAY BECOME SUBJECT (I) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO
                THE OBLIGORS OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES,
                INCLUDING WITHOUT LIMITATION, THE TREATMENT OR DISPOSAL OF
                HAZARDOUS SUBSTANCES ON ANY OF THEIR PROPERTIES, (II) AS A
                RESULT OF THE BREACH OR NON-COMPLIANCE BY ANY OBLIGOR OR ANY
                SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO ANY OBLIGOR
                OR ANY SUBSIDIARY, (III) DUE TO PAST OWNERSHIP BY ANY OBLIGOR OR
                ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON
                ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY
                PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (IV)
                THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF
                HAZARDOUS SUBSTANCES ON OR AT ANY OF THE PROPERTIES OWNED OR
                OPERATED BY ANY OBLIGOR OR ANY SUBSIDIARY, OR (V) ANY OTHER
                ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE
                LOAN DOCUMENTS.

                (b) No Indemnified Party may settle any claim to be indemnified
        without the consent of the indemnitor, such consent not to be
        unreasonably withheld; provided, that the indemnitor may not reasonably
        withhold consent to any settlement that an Indemnified Party proposes,
        if the indemnitor does not have the financial ability to pay all its
        obligations outstanding and asserted against the indemnitor at that
        time, including the maximum potential claims against the Indemnified
        Party to be indemnified pursuant to this SECTION 12.03.

                (c) In the case of any indemnification hereunder, the
        Administrative Agent or Lender, as appropriate shall give notice to the
        Obligors of any such claim or demand being made against the Indemnified
        Party and the Obligors shall have the non-exclusive right to join in the
        defense against any such claim or demand provided that if any Obligor
        provides a defense, the Indemnified Party shall bear its own cost of
        defense unless there is a conflict between the Obligors and such
        Indemnified Party.

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                (d) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED
        PARTIES NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND
        OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN
        AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES
        OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF
        ONE OR MORE OF THE INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY
        IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNIFIED PARTIES. To
        the extent that an Indemnified Party is found to have committed an act
        of gross negligence or willful misconduct, this contractual obligation
        of indemnification shall continue but shall only extend to the portion
        of the claim that is deemed to have occurred by reason of events other
        than the gross negligence or willful misconduct of the Indemnified
        Party.

                (e) The Obligors' obligations under this SECTION 12.03 shall
        survive any termination of this Agreement and the payment of the Notes
        and shall continue thereafter in full force and effect.

                (f) The Obligors shall pay any amounts due under this SECTION
        12.03 within thirty (30) days of the receipt by the Obligors of notice
        of the amount due.

        Section 12.04  AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement or the Notes or any other Loan Document (excluding Hedging
Agreements), nor consent to any departure by the Borrower or any other Obligor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Required Lenders (or by the Administrative Agent on their
behalf upon its receipt of the consent thereof) and the Borrower or the
applicable Obligor, as the case may be, and acknowledged by the Administrative
Agent, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no such amendment, waiver or consent shall:

                (a) waive any of the conditions specified in SECTION 6.01 or, in
        the case of the Initial Funding, SECTION 6.02, without the written
        consent of each Lender (other than any Lender that is, at such time, a
        Defaulting Lender);

                (b) (i) extend or increase the Commitment of any Lender (or
        reinstate any Commitment terminated pursuant to ARTICLE X) without the
        written consent of such Lender, or (ii) extend or increase the amount of
        the aggregate Commitments under the Revolver Facility without the
        consent of 66 2/3% of the Revolver Lenders, or (iii) extend or increase
        the amount of the aggregate Commitments under the Term Loan Facility
        without the consent of 66 2/3% of the Term Loan Lenders;

                (c) postpone any date scheduled for any payment of principal or
        interest under this Agreement (including any principal due pursuant to a
        mandatory prepayment required pursuant to SECTION 2.07(b)), or any date
        fixed by the Administrative Agent for the payment of fees or other
        amounts due to the Lenders (or any of them) hereunder or under any other
        Loan Document without the written consent of each Lender directly
        affected thereby;

                (d) reduce or forgive the principal of (including any principal
        due pursuant to a mandatory prepayment required pursuant to SECTION
        2.07(b)), or the rate of interest specified herein on, any Loan or
        unreimbursed amounts under Letters of Credit, or (subject to CLAUSE
        (III) of the second proviso to this SECTION 12.04) any fees or other
        amounts payable hereunder (except as set forth in SUBSECTION (1) of this
        SECTION 12.04 or under any other Loan Document, or change the manner of
        computation of any financial ratio (including any change in any
        applicable defined term) used in determining the Applicable Margin that
        would result in a reduction of any interest rate on any Loan or any fee
        payable hereunder without the written consent of each Lender

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        directly affected thereby; provided, however, that only the written
        consent of the Required Lenders shall be necessary (i) to amend the
        definition of "POST-DEFAULT RATE" or to waive any obligation of the
        Borrower to pay interest at the Post-Default Rate or (ii) to amend any
        financial covenant hereunder (or any defined term used therein) even if
        the effect of such amendment would be to reduce the rate of interest on
        any Loan or advance under any Letter of Credit or to reduce any fee
        payable hereunder;

                (e) change the order of application of any reduction in the
        Commitments or any prepayment of Loans between the Facilities from the
        application thereof set forth in the applicable provisions of SECTION
        2.07(a) and (b) respectively, in any manner that materially and
        adversely affects the Lenders under such Facilities or require the
        permanent reduction of the Revolver Facility at any time when all or a
        portion of the Term Loan Facility remains in effect without the written
        consent of each such Lender directly affected thereby;

                (f) change (i) any provision of SECTION 4.05(b) that would alter
        the pro rata sharing of payments required thereby or this SECTION 12.04
        without the written consent of each Lender, (ii) the definition of
        "REQUIRED LENDERS" without the written consent of each Lender, (iii) the
        definition of "PERCENTAGE SHARE" or "REQUIRED REVOLVER LENDERS" without
        the written consent of each Revolver Lender, or (iv) any other provision
        hereof specifying the number or percentage of Lenders required to amend,
        waive or otherwise modify any rights hereunder or make any determination
        or grant any consent hereunder without the written consent of each
        Lender;

                (g) amend the definition of "Indebtedness" without the written
        consent of each Lender or Affiliate thereof party to a Hedging Agreement
        with the Borrower or any other Obligor;

                (h) amend SECTION 9.07(d) without the written consent of each
        Lender or Affiliate thereof party to Hedging Agreements with the
        Borrower or any other Obligor;

                (i) release any Guarantor from the Guaranty Agreement executed
        by such Guarantor without the written consent of each Lender; or

                (j) release any material portion of the collateral covered by
        any of the Loan Documents, except as otherwise provided in SECTION
        11.10, without the written consent of each Lender.

        Section 12.05  SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

        Section 12.06  ASSIGNMENTS AND PARTICIPATIONS.

                (a) The provisions of this Agreement shall be binding upon and
        inure to the benefit of the parties hereto and their respective
        successors and assigns permitted hereby, except that neither the
        Borrower nor any other Obligor may assign or otherwise transfer any of
        its rights or obligations hereunder without the prior written consent of
        the Administrative Agent and each Lender and no Lender may assign or
        otherwise transfer any of its rights or obligations hereunder except (i)
        to an Eligible Assignee in accordance with the provisions of SUBSECTION
        (B) of this Section, (ii) by way of participation in accordance with the
        provisions of SUBSECTION (d) of this Section, or (iii) by way of pledge
        or assignment of a security interest subject to the restrictions of
        SUBSECTION (f) of this Section (and any other attempted assignment or
        transfer by any party hereto shall be null and void). Nothing in this
        Agreement, expressed or implied, shall be construed to confer upon any
        Person (other than the parties hereto, their respective successors and
        assigns permitted hereby, Participants to the extent provided in
        SUBSECTION (d) of this Section and, to the

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        extent expressly contemplated hereby, the Related Parties of each of the
        Administrative Agent, the Issuing Bank and the Lenders) any legal or
        equitable right, remedy or claim under or by reason of this Agreement.

                (b) Any Lender may at any time assign to one or more Eligible
        Assignees all or a portion of its rights and obligations under this
        Agreement (including all or a portion of its Commitment and the Loans
        (including for purposes of this SUBSECTION (b), participations in
        Letters of Credit) at the time owing to it); provided, that:

                        (i) except in the case of an assignment of the entire
                remaining amount of the assigning Lender's Commitment and the
                Loans at the time owing to it or in the case of an assignment to
                a Lender or an Affiliate of a Lender or an Approved Fund with
                respect to a Lender, the aggregate amount of the Commitment
                (which for this purpose includes Loans outstanding thereunder)
                or, if the Commitment is not then in effect, the principal
                outstanding balance of the Loans of the assigning Lender subject
                to each such assignment, determined as of the date the
                Assignment and Assumption with respect to such assignment is
                delivered to the Administrative Agent or, if "Trade Date" is
                specified in the Assignment and Assumption, as of the Trade
                Date, shall not be less than One Million Dollars ($1,000,000)
                unless each of the Administrative Agent and, so long as no Event
                of Default has occurred and is continuing, the Borrower
                otherwise consents (each such consent not to be unreasonably
                withheld or delayed);

                        (ii) each partial assignment shall be made as an
                assignment of a proportionate part of all the assigning Lender's
                rights and obligations under this Agreement with respect to the
                Loans or the Commitment assigned;

                        (iii) any assignment of a Commitment must be approved by
                the Administrative Agent and the Issuing Bank unless the Person
                that is the proposed assignee is itself a Lender (whether or not
                the proposed assignee would otherwise qualify as an Eligible
                Assignee); and

                        (iv) the parties to each assignment shall execute and
                deliver to the Administrative Agent an Assignment and
                Assumption, together with a processing and recordation fee of
                Three Thousand Five Hundred Dollars ($3,500), and the Eligible
                Assignee, if it shall not be a Lender, shall deliver to the
                Administrative Agent an Administrative Questionnaire.

         Subject to acceptance and recording thereof by the Administrative Agent
         pursuant to SUBSECTION (c) of this Section, from and after the
         effective date specified in each Assignment and Assumption, the
         Eligible Assignee thereunder shall be a party to this Agreement and, to
         the extent of the interest assigned by such Assignment and Assumption,
         have the rights and obligations of a Lender under this Agreement, and
         the assigning Lender thereunder shall, to the extent of the interest
         assigned by such Assignment and Assumption, be released from its
         obligations under this Agreement (and, in the case of an Assignment and
         Assumption covering all of the assigning Lender's rights and
         obligations under this Agreement, such Lender shall cease to be a party
         hereto) but shall continue to be entitled to the benefits of SECTIONS
         4.06, 5.01, 5.04, and 12.03 with respect to facts and circumstances
         occurring prior to the effective date of such assignment. Upon request,
         the Borrower (at its expense) shall execute and deliver a Note to the
         assignee Lender. Any assignment or transfer by a Lender of rights or
         obligations under this Agreement that does not comply with this
         subsection shall be treated for purposes of this

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        Agreement as a sale by such Lender of a participation in such rights and
        obligations in accordance with subsection (d) of this Section.

                (c) The Administrative Agent, acting solely for this purpose as
        an agent of the Borrower, shall maintain at its Principal Office a copy
        of each Assignment and Assumption delivered to it and a register for the
        recordation of the names and addresses of the Lenders, and the
        Commitments of, and principal amounts of the Loans and LC Exposure owing
        to, each Lender pursuant to the terms hereof from time to time (the
        "REGISTER"). The entries in the Register shall be conclusive, and the
        Borrower, the Administrative Agent and the Lenders may treat each Person
        whose name is recorded in the Register pursuant to the terms hereof as a
        Lender hereunder for all purposes of this Agreement, notwithstanding
        notice to the contrary. The Register shall be available for inspection
        by each of the Borrower and the Issuing Bank at any reasonable time and
        from time to time upon reasonable prior notice.

                (d) Any Lender may at any time, without the consent of, or
        notice to, the Borrower or the Administrative Agent, sell participations
        to any Person (other than a natural person or the Borrower or any of the
        Borrower's Affiliates or Subsidiaries) (each, a "PARTICIPANT") in all or
        a portion of such Lender's rights and/or obligations under this
        Agreement (including all or a portion of its Commitment and/or the Loans
        (including such Lender's participations in Letters of Credit, if
        applicable) owing to it); provided, that (i) such Lender's obligations
        under this Agreement shall remain unchanged, (ii) such Lender shall
        remain solely responsible to the other parties hereto for the
        performance of such obligations and (iii) the Borrower, the
        Administrative Agent, the Lenders and the Issuing Bank shall continue to
        deal solely and directly with such Lender in connection with such
        Lender's rights and obligations under this Agreement.

        Any agreement or instrument pursuant to which a Lender sells such a
        participation shall provide that such Lender shall retain the sole right
        to enforce this Agreement and to approve any amendment, modification or
        waiver of any provision of this Agreement; provided, that such agreement
        or instrument may provide that such Lender will not, without the consent
        of the Participant, agree to any amendment, waiver or other modification
        described in the first proviso to SECTION 12.04 that affects such
        Participant. Subject to subsection (e) of this Section, the Borrower
        agrees that each Participant shall be entitled to the benefits of
        SECTIONS 4.06, 5.01 and 5.05 to the same extent as if it were a Lender
        and had acquired its interest by assignment pursuant to subsection (b)
        of this Section. To the extent permitted by law, each Participant also
        shall be entitled to the benefits of SECTION 4.05 as though it were a
        Lender, provided, that such Participant agrees to be subject to SECTION
        4.01 as though it were a Lender.

                (e) A Participant shall not be entitled to receive any greater
        payment under SECTION 4.06, 5.01 or 5.05 than the applicable Lender
        would have been entitled to receive with respect to the participation
        sold to such Participant, unless the sale of the participation to such
        Participant is made with the Borrower's prior written consent. A
        Participant that would be a Foreign Lender if it were a Lender shall not
        be entitled to the benefits of SECTION 4.06 unless the Borrower is
        notified of the participation sold to such Participant and such
        Participant agrees, for the benefit of the Borrower, to comply with
        Section 4.06 as though it were a Lender.

                (f) Any Lender may at any time pledge or assign a security
        interest in all or any portion of its rights under this Agreement
        (including under its Note, if any) to se, obligations of such Lender,
        including any pledge or assignment to secure obligations to a Federal
        Reserve Bank; provided, that no such pledge or assignment shall release
        such Lender from any of its obligations hereunder or substitute any such
        pledgee or assignee for such Lender as a party hereto.

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                (g) The words "execution," "signed," "signature," and words of
        like import in any Assignment and Assumption shall be deemed to include
        electronic signatures or the keeping of records in electronic form, each
        of which shall be of the same legal effect, validity or enforceability
        as a manually executed signature or the use of a paper-based
        recordkeeping system, as the case may be, to the extent and as provided
        for in any applicable law, including the Federal Electronic Signatures
        in Global and National Commerce Act, the New York State Electronic
        Signatures and Records Act, or any other similar state laws based on the
        Uniform Electronic Transactions Act.

                (h) Notwithstanding anything to the contrary contained herein,
        if at any time Wachovia assigns all of its Commitment and Loans pursuant
        to subsection (b) above, Wachovia may, upon 30 days' notice to the
        Borrower and the Lenders, resign as Issuing Bank. In the event of any
        such resignation as Issuing Bank, the Borrower shall be entitled to
        appoint from among the Lenders a successor Issuing Bank hereunder;
        provided however, that no failure by the Borrower to appoint any such
        successor shall affect the resignation of Wachovia as Issuing Bank. If
        Wachovia resigns as Issuing Bank, it shall retain all the rights and
        obligations of the Issuing Bank hereunder with respect to all Letters of
        Credit outstanding as of the effective date of its resignation as
        Issuing Bank and all LC Exposure with respect thereto (including the
        right to require the Revolver Lenders to make Base Rate Loans or fund
        risk participations in unreimbursed amounts pursuant to SECTION
        2.09(c)).

        Section 12.07  INVALIDITY. In the event that any one or more of the
provisions contained in any of the Loan Documents shall, for any reason, be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of the Notes, this
Agreement or any other Loan Document.

        Section 12.08  COUNTERPARTS. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.

        Section 12.09  REFERENCES, USE OF WORD "INCLUDING". The words "herein,"
"hereof," "hereunder" and other words of similar import when used in this
Agreement refer to this Agreement as a whole, and not to any particular article,
section or subsection. Any reference herein to a Section or Article shall be
deemed to refer to the applicable Section or Article of this Agreement unless
otherwise stated herein. Any reference herein to an exhibit, schedule, or other
attachment shall be deemed to refer to the applicable exhibit, schedule, or
other attachment attached hereto unless otherwise stated herein. The words
"including," "includes" and words of similar import mean "including, without
limitation."

        Section 12.10  SURVIVAL. The obligations of the parties under SECTION
4.06, ARTICLE V, and SECTIONS 11.05 and 12.03 shall survive the repayment of the
Loans and the termination of the Commitments. To the extent that any payments on
the Indebtedness or proceeds of any collateral are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to
a trustee, debtor in possession, receiver or other Person under any bankruptcy
law, common law or equitable cause, then to such extent, the Indebtedness so
satisfied shall be revived and continue as if such payment or proceeds had not
been received and the Administrative Agent's and the Lenders' Liens, security
interests, rights, powers and remedies under this Agreement and each Security
Instrument shall continue in full force and effect. In such event, each Security
Instrument shall be automatically reinstated and the Obligors shall take such
action as may be reasonably requested by the Administrative Agent and the
Lenders to effect such reinstatement.

                                       71
<PAGE>

        Section 12.11  CAPTIONS. Captions and section headings appearing herein
are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.

        Section 12.12  NO ORAL AGREEMENTS. THE LOAN DOCUMENTS EMBODY THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDE ALL OTHER
AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING TO THE SUBJECT
MATTER HEREOF AND THEREOF. THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

        Section 12.13  GOVERNING LAW, SUBMISSION TO JURISDICTION.

                (a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND
        CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT
        GIVING EFFECT TO ITS CONFLICTS OF LAW RULES OTHER THAN SECTION 5-1401 OF
        THE NEW YORK GENERAL OBLIGATION LAW) AND APPLICABLE FEDERAL LAW; AND THE
        ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING
        UNDER FEDERAL LAW.

                (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE LOAN
        DOCUMENTS SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF
        THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND,
        BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER AND EACH
        GUARANTOR HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW)
        IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
        JURISDICTION OF THE AFORESAID COURTS. EACH OF THE BORROWER AND EACH
        GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT
        LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
        OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
        BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE
        JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES
        NOT PRECLUDE THE ADMINISTRATIVE AGENT OR ANY LENDER FROM OBTAINING
        JURISDICTION OVER THE BORROWER OR ANY GUARANTOR IN ANY COURT OTHERWISE
        HAVING JURISDICTION.

                (c) THE BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY
        DESIGNATES CT CORPORATION SYSTEM LOCATED AT 111 EIGHTH AVENUE, 13TH
        FLOOR, NEW YORK, NEW YORK, 10011, OR OTHER AGENT ACCEPTABLE TO THE
        ADMINISTRATIVE AGENT, AS THE DESIGNEE, APPOINTEE AND AGENT OF THE
        BORROWER AND EACH GUARANTOR TO RECEIVE, FOR AND ON BEHALF OF THE
        BORROWER AND EACH GUARANTOR, SERVICE OF PROCESS IN SUCH RESPECTIVE
        JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE LOAN
        DOCUMENTS. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH
        ADMINISTRATIVE AGENT WILL BE PROMPTLY FORWARDED BY OVERNIGHT COURIER TO
        THE BORROWER AND THE RELEVANT GUARANTOR AT THEIR ADDRESSES SET FORTH
        UNDER ITS SIGNATURE BELOW, BUT THE FAILURE OF THE BORROWER OR SUCH
        GUARANTOR TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE
        OF SUCH PROCESS. THE BORROWER AND EACH GUARANTOR FURTHER IRREVOCABLY
        CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS
        IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
        REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO EACH OF THE BORROWER
        AND ANY GUARANTOR AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE
        THIRTY (30) DAYS AFTER SUCH MAILING.

                (d) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE
        AGENT OR ANY LENDER OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY
        OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
        OTHERWISE PROCEED AGAINST THE BORROWER OR ANY GUARANTOR IN ANY OTHER
        JURISDICTION.

                                       72
<PAGE>

                (e) THE BORROWER, EACH GUARANTOR AND EACH LENDER HEREBY (I)
        IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED
        BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
        AGREEMENT OR ANY SECURITY INSTRUMENT AND FOR ANY COUNTERCLAIM THEREIN;
        (II) IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY
        RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY
        SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER
        THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (III) CERTIFY THAT NO PARTY
        HERETO NOR ANY REPRESENTATIVE OF THE ADMINISTRATIVE AGENT OR COUNSEL FOR
        ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED
        THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
        THE FOREGOING WAIVERS, AND (IV) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO
        ENTER INTO THIS AGREEMENT, THE SECURITY INSTRUMENTS AND THE TRANSACTIONS
        CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL
        WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.13.

        Section 12.14  USA PATRIOT ACT NOTICE. Each Lender that is subject to
the Act (as hereinafter defined) and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "ACT"), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify the Borrower in accordance
with the Act.

        Section 12.15  INTEREST. It is the intention of the parties hereto to
conform strictly to applicable usury laws regarding the use, forbearance or
detention of the indebtedness evidenced by this Agreement, the Notes and the
other Loan Documents, whether such laws are now or hereafter in effect,
including the laws of the United States of America or any other jurisdiction
whose laws are applicable, and including any subsequent revisions to or judicial
interpretations of those laws, in each case to the extent they are applicable to
this Agreement, the Notes and the other Loan Documents (the "APPLICABLE USURY
LAWS"). Accordingly, if any acceleration of the maturity of the Notes or any
payment by Borrower or any other Person produces a rate in excess of the Highest
Lawful Rate or otherwise results in Borrower or such other Person being deemed
to have paid any interest in excess of the Maximum Amount, as hereinafter
defined, or if any Lender shall for any reason receive any unearned interest in
violation of any Applicable Usury Laws, or if any transaction contemplated
hereby would otherwise be usurious under any Applicable Usury Laws, then, in
that event, regardless of any provision contained in this Agreement or any other
Loan Document or other agreement or instrument executed or delivered in
connection herewith, the provisions of this SECTION 12.14 shall govern and
control, and neither Borrower nor any other Person shall be obligated to pay, or
apply in any manner to, any amount that would be excessive interest. No Lender
shall ever be deemed to have contracted for or be entitled to receive, collect,
charge, reserve or apply as interest on any Loan (whether termed interest
therein or deemed to be interest by judicial determination or operation of law),
any amount in excess of the Highest Lawful Rate, and, in the event that such
Lender ever receives, collects, or applies as interest any such excess, such
amount which would be excessive interest shall be applied as a partial
prepayment of principal and treated hereunder as such, and, if the principal
amount of the applicable Loans are paid in full, any remaining excess shall
forthwith be paid to Borrower. In determining whether or not the interest
contracted for, received, collected, charged reserved, paid or payable,
including under any specific contingency, exceeds the Highest Lawful Rate,
Borrower and each Lender shall, to the maximum extent permitted under applicable
law, (i) characterize any non-principal payment (other than payments which are
expressly designated as interest payments hereunder) as an expense or fee rather
than as interest, (ii) exclude voluntary pre-payments and the effect thereof,
and (iii) amortize and spread the total amount of interest throughout the entire
stated term of the Loans so that the interest rate is uniform throughout such
term; provided that if the Loans are paid in full prior to the end of the full
contemplated term hereof, and if the interest received for the actual period of
existence thereof exceeds the Highest Lawful Rate, if any, then the Lenders
shall refund to

                                       73
<PAGE>

Borrower the amount of such excess, or credit the amount of such
excess against the aggregate unpaid principal balance of all Loans made by
Lender. As used herein, the term "MAXIMUM AMOUNT" means the maximum nonusurious
amount of interest which may be lawfully contracted for, reserved, charged,
collected or received by Lender in connection with the indebtedness evidenced by
this Agreement, the Notes and other Loan Documents under all Applicable Usury
Laws. Texas Finance Code, Chapter 346, which regulates certain revolving loan
accounts and revolving tri-party accounts, shall not apply to any revolving loan
accounts created under, or apply in any manner to, the Note, this Agreement or
the other Loan Documents.

        Section 12.16  CONFIDENTIALITY. In the event that the Borrower provides
to the Administrative Agent or the Lenders written confidential information
belonging to the Borrower, if the Borrower shall denominate such information in
writing as "confidential," the Administrative Agent and the Lenders shall
thereafter maintain such information in confidence in accordance with the
standards of care and diligence that each utilizes in maintaining its own
confidential information. This obligation of confidence shall not apply to such
portions of the information which (i) are in the public domain, (ii) hereafter
become part of the public domain without the Administrative Agent or the Lenders
breaching their obligation of confidence to the Borrower, (iii) are previously
known by the Administrative Agent or the Lenders from some source other than the
Borrower, (iv) are hereafter developed by the Administrative Agent or the
Lenders without using the Borrower's information, (v) are hereafter obtained by
or available to the Administrative Agent or the Lenders from a third party who
owes no obligation of confidence to the Borrower with respect to such
information or through any other means other than through disclosure by the
Borrower, (vi) are disclosed with the Borrower's consent, (vii) must be
disclosed either pursuant to any Governmental Requirement or to Persons
regulating the activities of the Administrative Agent or the Lenders, provided
Administrative Agent and Lenders shall endeavor to provide notice to the
Borrower as soon as practicable in the event Borrower desires to enjoin the
disclosure of such information, however, failure of Administrative Agent or
Lenders to provide such prior notice to Borrower shall not give rise to any
claim or cause of action by Borrower or any Obligor against Administrative Agent
or such Lenders, or (viii) as may be required by law or regulation or order of
any Governmental Authority in any judicial, arbitration or governmental
proceeding. Further, the Administrative Agent or a Lender may disclose any such
information to any other Lender, any independent petroleum engineers or
consultants, any independent certified public accountants, any legal counsel
employed by such Person in connection with this Agreement or any Security
Instrument, including without limitation, the enforcement or exercise of all
rights and remedies thereunder, or any assignee or participant (including
prospective assignees and participants) in the Loans; provided, however, that
the Administrative Agent or the Lenders shall receive a confidentiality
agreement from the Person to whom such information is disclosed such that said
Person shall have the same obligation to maintain the confidentiality of such
information as is imposed upon the Administrative Agent or the Lenders
hereunder. Notwithstanding anything to the contrary provided herein, this
obligation of confidence shall cease three (3) years from the date the
information was furnished, unless the Borrower requests in writing at least
thirty (30) days prior to the expiration of such three year period, to maintain
the confidentiality of such information for an additional three year period. The
Borrower waives any and all other rights it may have to confidentiality as
against the Administrative Agent and the Lenders arising by contract, agreement,
statute or law except as expressly stated in this SECTION 12.15.

        The parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.

        Section 12.17  RESTATEMENT OF EXISTING CREDIT AGREEMENT. The parties
hereto agree that, on the Closing Date, after all conditions precedent set forth
in SECTION 6.01 have been satisfied or waived: (i) the Indebtedness (as defined
in this Agreement) represents, among other things, the restatement, renewal,
amendment, extension, and modification of the "Indebtedness" (as defined in the
Existing Credit

                                       74
<PAGE>

Agreement); (ii) this Agreement is intended to, and does hereby,
restate, renew, extend, amend, modify, supersede, and replace the Existing
Credit Agreement in its entirety; (iii) the Notes, if any, executed pursuant to
this Agreement amend, renew, extend, modify, replace, restate, substitute for,
and supersede in their entirety (but do not extinguish the Indebtedness arising
under) the promissory notes issued pursuant to the Existing Credit Agreement,
which existing promissory notes shall be returned to Administrative Agent
promptly after the Closing Date, marked "renewed and replaced"; (iv) the
Security Instruments executed pursuant to this Agreement amend, renew, extend,
modify, replace, restate, substitute for, and supersede in their entirety (but
do not extinguish or impair the collateral security created or evidenced by) the
"Security Instruments" executed and delivered pursuant to the Existing Credit
Agreement; (v) each Confirmation of Guaranty Agreement executed pursuant to this
Agreement amends, renews, extends, modifies, replaces, restates, substitutes
for, and supersedes in its entirety (but does not extinguish or impair the
Indebtedness guaranteed by) the Guaranty Agreement executed by the applicable
Guarantor, as the case may be, executed and delivered pursuant to the Existing
Credit Agreement; and (vi) the entering into and performance of their respective
obligations under the Loan Documents and the transactions evidenced hereby do
not constitute a novation nor shall they be deemed to have terminated,
extinguished, or discharged the "Indebtedness" under the Existing Credit
Agreement, the Security Instruments, the Guaranty Agreements, or the other Loan
Documents (or the collateral security therefor), all of which Indebtedness and
collateral shall continue under and be governed by this Agreement and the other
Loan Documents, except as expressly provided otherwise herein.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
                       SIGNATURES BEGIN ON THE NEXT PAGE.]

                                       75
<PAGE>

        IN WITNESS WHEREOF, the undersigned, with the intent of being legally
bound hereby, have caused this Agreement to be executed this ___ day of April,
2005.

ATTEST:                       BORROWER:

                              ATLAS PIPELINE PARTNERS, L.P.,
                              a Delaware limited partnership
                    (SEAL)

                              By:  Atlas Pipeline Partners GP, LLC,
                                   its general partner

By:
      ---------------------
Name:                              By:
      ---------------------               --------------------------------------
Title:                             Name:
      ---------------------               --------------------------------------
                                   Title:
                                          --------------------------------------

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

        IN WITNESS WHEREOF, the undersigned, with the intent of being legally
bound hereby, have caused this Revolver Note to be executed this ___ day of
April, 2005.

                                    GUARANTORS:

                              ATLAS PIPELINE NEW YORK, LLC,
                              a Pennsylvania limited liability company

                              By:   Atlas Pipeline Operating Partnership, L.P.,
                                    a Delaware limited partnership and its
                                    sole member

                                    By: Atlas Pipeline Partners GP, LLC,
                                        a Delaware limited liability company
                                        and its sole general partner

                                        By:
                                              ----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                              ----------------------------------

                              ATLAS PIPELINE OHIO, LLC,
                              a Pennsylvania limited liability company

                              By:   Atlas Pipeline Operating Partnership, L.P.,
                                    a Delaware limited partnership and its
                                    sole member

                                    By: Atlas Pipeline Partners GP, LLC,
                                        a Delaware limited liability company and
                                        its sole general partner

                                        By:
                                              ----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                              ----------------------------------

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              ATLAS PIPELINE PENNSYLVANIA, LLC,
                              a Pennsylvania limited liability company

                              By:   Atlas Pipeline Operating  Partnership, L.P.,
                                    a Delaware limited partnership and its
                                    sole member

                                    By: Atlas Pipeline Partners GP, LLC,
                                        a Delaware limited liability company and
                                        its sole general partner

                                        By:
                                              ----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                              ----------------------------------

                              ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.,
                              a Delaware limited partnership

                              By:   Atlas Pipeline Partners GP, LLC,
                                    a Delaware limited  liability company and
                                    its sole general partner

                                        By:
                                              ----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                              ----------------------------------

                              ATLAS PIPELINE MID-CONTINENT LLC,
                              a Delaware limited liability company

                              By:   Atlas Pipeline Operating  Partnership, L.P.,
                                    a Delaware limited partnership and its
                                    sole member

                                    By: Atlas Pipeline  Partners GP, LLC,
                                        a Delaware limited  liability company
                                        and its sole general partner

                                        By:
                                              ----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                              ----------------------------------

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              ETC OKLAHOMA PIPELINE, LTD.,
                              a Texas limited partnership

                              By:   ELK City Oklahoma GP, LLC,
                                    a Delaware limited liability
                                    company and its sole general partner

                                    By: Atlas Pipeline Mid-Continent LLC,
                                        a Delaware limited liability company and
                                        its sole member

                                        By: Atlas Pipeline Operating
                                            Partnership, L.P., a Delaware
                                            limited partnership and its
                                            sole member

                                            By: Atlas Pipeline Partners GP, LLC,
                                                a Delaware limited liability
                                                company and its sole  general
                                                partner

                                                By:
                                                       -------------------------
                                                Name:
                                                       -------------------------
                                                Title:
                                                       -------------------------

                              ELK CITY OKLAHOMA GP, LLC,
                              a Delaware limited liability company

                              By: Atlas Pipeline Mid-Continent LLC,
                                  a Delaware limited liability company
                                  and its sole member

                                  By:  Atlas Pipeline Operating
                                       Partnership, L.P.,
                                       a Delaware limited partnership and its
                                       sole member

                                       By:  Atlas Pipeline Partners GP, LLC,
                                            a Delaware limited liability company
                                            and its sole general partner

                                            By:
                                                   -----------------------------
                                            Name:
                                                   -----------------------------
                                            Title:
                                                   -----------------------------

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              ADMINISTRATIVE AGENT, ISSUING BANK
                              AND A LENDER:

                              WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Administrative Agent, Issuing Bank and a Lender

                              By:
                                   --------------------------------------------
                                     Jay Buckman
                                     Vice President

                              Lending Office for Base Rate Loans and
                              LIBOR Loans and Address for Notices:

                              Wachovia Bank, National Association
                              1001 Fannin, Suite 2255
                              Houston, Texas 77002
                              Telecopier No.: 713-650-6354
                              Telephone No.: 713-346-2707
                              Attention: Jay Buckman

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              LENDERS:

                              FLEET NATIONAL BANK

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              BANK OF OKLAHOMA N.A.

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              KEYBANK NATIONAL ASSOCIATION

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              WELLS FARGO BANK, N.A.

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              BANK OF SCOTLAND

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              BNP PARIBAS

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              NEWCOURT CAPITAL USA INC.

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              COMERICA BANK

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              COMPASS BANK

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              CITIBANK TEXAS, N.A.

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              FORTIS CAPITAL CORP.

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              GUARANTY BANK

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              NATIONAL CITY BANK

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              NATEXIS BANQUES POPULAIRES

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              UFJ BANK LIMITED, NEW YORK BRANCH

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              WESTLB AG, NEW YORK BRANCH

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                              By:
                                   --------------------------------------------
                                   Name
                                   Title

                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]


<PAGE>


                                    EXHIBIT A
                                    ---------

                               ASSIGNED AGREEMENTS

                                (To be Provided)






<PAGE>

                                   EXHIBIT A-1

                              FORM OF REVOLVER NOTE
                              ---------------------

April [__], 2005                                                    $___________

         FOR VALUE RECEIVED, ATLAS PIPELINE PARTNERS, L.P., a Delaware limited
partnership (the "BORROWER"), hereby promises to pay to the order of
____________________, a _____________ (the "LENDER"), at the Principal Office of
Wachovia Bank, National Association (the "ADMINISTRATIVE AGENT") at 301 South
College Street, Charlotte, North Carolina 28288, the principal sum of
____________________ DOLLARS AND NO/100 ($_________) or such lesser amount as
shall equal the aggregate unpaid principal amount of the Revolver Loans made by
the Lender to the Borrower under the Credit Agreement as hereinafter defined),
in lawful money of the United States of America and in immediately available
funds, on the dates and in the principal amounts provided in the Credit
Agreement, and to pay interest on the unpaid principal amount of each such
Revolver Loan, at such office, in like money and funds, for the period
commencing on the date of such Revolver Loan until such Revolver Loan shall be
paid in full, at the rates per annum and on the dates provided in the Credit
Agreement.

         The date, amount, Type, interest rate, Interest Period and maturity of
each Revolver Loan made by the Lender to the Borrower, and each payment made on
account of the principal thereof, shall be recorded by the Lender on its books
and, prior to any transfer of this Revolver Note, endorsed by the Lender on the
schedules attached hereto or any continuation thereof.

         This Revolver Note is one of the "Revolver Notes" referred to in the
Revolving Credit and Term Loan Agreement dated as of April 14, 2005, among the
Borrower, the Lenders which are or become parties thereto (including the Lender)
and the Administrative Agent (as the same may be renewed, extended, amended or
restated from time to time, the "CREDIT AGREEMENT"), and evidences Revolver
Loans made by the Lender thereunder. Capitalized terms used in this Revolver
Note have the respective meanings assigned to them in the Credit Agreement.

         This Revolver Note is issued pursuant to the Credit Agreement and is
entitled to the benefits provided for in the Credit Agreement and the Security
Instruments. The Credit Agreement provides for the acceleration of the maturity
of this Revolver Note upon the occurrence of certain events, for prepayments of
Loans upon the terms and conditions specified therein and other provisions
relevant to this Revolver Note.

         THIS REVOLVER NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

        REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE TO FOLLOW.
<PAGE>

                                    BORROWER:

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

                                    By:      Atlas Pipeline Partners GP, LLC,
                                             its general partner


                                             By:______________________________
                                                    Name:_____________________
                                                    Title:____________________







<PAGE>

                                   EXHIBIT A-2

                             FORM OF TERM LOAN NOTE
                             ----------------------


April [__], 2005                                                 $___________.00

         FOR VALUE RECEIVED, ATLAS PIPELINE PARTNERS, L.P., a Delaware limited
partnership (the "BORROWER"), hereby promises to pay to the order of
____________________, a _____________ (the "LENDER"), at the Principal Office of
Wachovia Bank, National Association (the "ADMINISTRATIVE AGENT") at 301 South
College Street, Charlotte, North Carolina 28288, the principal sum of
____________________ DOLLARS AND NO/100 ($_________.00) or such lesser amount as
shall equal the aggregate unpaid principal amount of the Term Loan made by the
Lender to the Borrower under the Credit Agreement (as hereinafter defined), in
lawful money of the United States of America and in immediately available funds,
on the date and in the principal amount provided in the Credit Agreement, and to
pay interest on the unpaid principal amount of such Loan, at such office, in
like money and funds, for the period commencing on the date of such Loan until
such Loan shall be paid in full, at the rate per annum and on the dates provided
in the Credit Agreement.

         This Term Loan Note is one of the "Term Loan Notes" referred to in the
Revolving Credit and Term Loan Agreement dated as of April 14, 2005, among the
Borrower, the Lenders which are or become parties thereto (including the Lender)
and the Administrative Agent (as the same may be renewed, extended, amended or
restated from time to time, the "CREDIT AGREEMENT"), and evidences the Term Loan
made by the Lender thereunder. Capitalized terms used in this Term Loan Note
have the respective meanings assigned to them in the Credit Agreement.

         This Term Loan Note is issued pursuant to the Credit Agreement and is
entitled to the benefits provided for in the Credit Agreement and the Security
Instruments. The Credit Agreement provides for the acceleration of the maturity
of this Term Loan Note upon the occurrence of certain events, for prepayments of
the Term Loans upon the terms and conditions specified therein and other
provisions relevant to this Term Loan Note.

         THIS TERM LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

        REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE TO FOLLOW.


<PAGE>



                                    BORROWER:

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

                                    By:      Atlas Pipeline Partners GP, LLC,
                                             its general partner


                                             By:_____________________________
                                                    Name:____________________
                                                    Title:___________________





<PAGE>

                                    EXHIBIT B

             FORM OF BORROWING, CONTINUATION AND CONVERSION REQUEST
             ------------------------------------------------------

                               ____________, 200_


         ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the
"BORROWER"), pursuant to the Revolving Credit and Term Loan Agreement dated as
of April 14, 2005, among the Borrower, certain Subsidiaries of the Borrower,
Wachovia Bank, National Association, as Administrative Agent for the lenders
(the "LENDERS") which are or become parties thereto, and such Lenders (together
with all amendments or supplements thereto, the "CREDIT AGREEMENT"), hereby
makes the requests indicated below (unless otherwise defined herein, capitalized
terms are defined in the Credit Agreement):

|_|      1. Loans:

         (a) Aggregate amount of new Loans to be $____________;

         (b) under the [Revolver Facility/Term Loan Facility];

         (c) Requested funding date is _______________, 200__;

         (d) $____________ of such borrowings are to be LIBOR Loans;

             $____________ of such borrowings are to be Base Rate Loans; and

         (e) Length of Interest Period for LIBOR Loans is:

             __________________________.

|_|      2.  LIBOR Loan Continuation for LIBOR Loans maturing on ______________:

         (a) Aggregate amount to be continued as LIBOR Loans is $_____________;

         (b) Aggregate amount to be converted to Base Rate Loans is $_________;

         (c) Under the [Revolver Facility/Term Loan Facility]; and

         (d) Length of Interest Period for continued LIBOR Loans is__________.

|_|      3.  Conversion of Outstanding Base Rate Loans to LIBOR Loans:

             Convert $________ of the outstanding Base Rate Loans under the
             [Revolver Facility/Term Loan Facility] to LIBOR Loans on
             _________________ with an Interest Period of _________________.


<PAGE>


         4.  Conversion of outstanding LIBOR Loans to Base Rate Loans:

             Convert $________ of the outstanding LIBOR Loans under the
             [Revolver Facility/Term Loan Facility] with Interest Period
             maturing on_______________ , 200__, to Base Rate Loans.

         The undersigned certifies that he is the _______________ of Atlas
Pipeline Partners GP, LLC, the general partner of the Borrower, and that as such
he is authorized to execute this certificate on behalf of the Borrower. The
undersigned further certifies, represents and warrants on behalf of the Borrower
that the Borrower is entitled to receive the requested borrowing, continuation
or conversion under the terms and conditions of the Credit Agreement.

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

                                By:   Atlas Pipeline Partners GP, LLC,
                                      a Delaware limited liability company,
                                      its general partner


                                      By:________________________________
                                          Name: _________________________
                                          Title:_________________________



<PAGE>
                                    EXHIBIT C

                         FORM OF COMPLIANCE CERTIFICATE
                         ------------------------------


         The undersigned hereby certifies that he is the _______________ of
Atlas Pipeline Partners GP, LLC, the general partner of ATLAS PIPELINE PARTNERS,
L.P., a Delaware limited partnership (the "BORROWER"), and that as such he is
authorized to execute this certificate on behalf of the Borrower. With reference
to the Revolving Credit and Term Loan Agreement dated as of April 14, 2005,
among the Borrower, Atlas Pipeline New York, LLC, a Pennsylvania limited
liability company, Atlas Pipeline Ohio, LLC, a Pennsylvania limited liability
company, Atlas Pipeline Pennsylvania, LLC, a Pennsylvania limited liability
company, Atlas Pipeline Operating Partnership, L.P., a Delaware limited
partnership, Atlas Pipeline Mid-Continent LLC, a Delaware limited liability
company, ETC Oklahoma Pipeline, Ltd., a Texas limited partnership, and Elk City
Oklahoma GP, LLC, a Delaware limited liability company (each an "OBLIGOR," and
collectively, the "OBLIGORS"), and Wachovia Bank, National Association, as
Administrative Agent for the lenders (the "LENDERS") which are or become a party
thereto (together with all amendments or supplements thereto being the "CREDIT
AGREEMENT"), the undersigned represents and warrants as follows (each
capitalized term used herein having the same meaning given to it in the Credit
Agreement unless otherwise specified):

                  (a) The representations and warranties of the Obligors
         contained in ARTICLE VII of the Credit Agreement and in the Security
         Instruments and otherwise made in writing by or on behalf of the
         Obligors pursuant to the Credit Agreement and the Security Instruments
         were true and correct when made, and are repeated at and as of the time
         of delivery hereof and are true and correct at and as of the time of
         delivery hereof, except as such representations and warranties are
         modified to give effect to the transactions expressly permitted by the
         Credit Agreement.

                  (b) The Obligors have performed and complied with all
         agreements and conditions contained in the Credit Agreement and in the
         Security Instruments required to be performed or complied with by it
         prior to or at the time of delivery hereof.

                  (c) None of the Obligors nor any Subsidiary has incurred any
         material liabilities, direct or contingent, since December 31, 2004,
         except those set forth in SCHEDULE 9.01 to the Credit Agreement and
         except those allowed by the terms of the Credit Agreement or consented
         to by the Lenders in writing.

                  (d) Since December 31, 2004, no change has occurred, either in
         any case or in the aggregate, in the condition, financial or otherwise,
         of the Obligors or any Subsidiary which would have a Material Adverse
         Change.

                  (e) There exists, and, after giving effect to the loan or
         loans with respect to which this certificate is being delivered, will
         exist, no Default under the Credit Agreement or any event or
         circumstance which constitutes, or with notice or lapse of time (or
         both) would constitute, an event of default under any loan or credit
         agreement, indenture, deed of trust, security agreement or other
         agreement or instrument evidencing or pertaining to any Debt of the
         Obligors or any Subsidiary, or under any material agreement or
         instrument to which any Obligor or any Subsidiary is a party or by
         which any Obligor or any Subsidiary is bound.


<PAGE>

                  (f) The financial statements furnished to the Administrative
         Agent with this certificate fairly present the consolidated financial
         condition and results of operations of the Borrower and its
         Consolidated Subsidiaries as at the end of, and for, the [fiscal
         quarter] [fiscal year] ending _________________ and such financial
         statements have been approved in accordance with the accounting
         procedures specified in the Credit Agreement.

                  (g) Attached hereto are the detailed computations necessary to
         determine whether the Borrower and its Consolidated Subsidiaries are in
         compliance with SECTIONS 9.13, 9.14 and 9.15 of the Credit Agreement as
         of the end of the [fiscal quarter] [fiscal year] ending
         _________________.

         EXECUTED AND DELIVERED this ___ day of ____, 200_.


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

                                    By:   Atlas Pipeline Partners GP, LLC,
                                          a Delaware limited liability company,
                                          its general partner


                                          By:_______________________________
                                               Name:________________________
                                               Title:_______________________



<PAGE>

                                    EXHIBIT D

                              SECURITY INSTRUMENTS
                              --------------------


1.       Open-End Mortgage, Security Agreement and Financing Statement, dated
         April 14, 2005, from Atlas Pipeline Mid-Continent LLC to Wachovia Bank,
         National Association, Administrative Agent, covering properties in
         Bryan, Caddo, Carter, Garvin, Gray, Jefferson, Love, Marshall, and
         Stephens Counties, Oklahoma.

2.       Deed of Trust, Mortgage, Security Agreement and Financing Statement,
         dated April 14, 2005, from Atlas Pipeline Mid-Continent LLC to Wachovia
         Bank, National Association, Administrative Agent, covering properties
         in Cook, Grayson, and Montague Counties, Texas.

3.       Open-End Mortgage, Security Agreement and Financing Statement, dated
         April 14, 2005, from Atlas Pipeline New York, LLC to Wachovia Bank,
         National Association, Administrative Agent, covering properties in
         Chautauqua County, New York.

4.       Open-End Mortgage, Security Agreement and Financing Statement, dated
         April 14, 2005, from Atlas Pipeline Ohio, LLC to Wachovia Bank,
         National Association, Administrative Agent, covering properties in
         Columbiana, Coshocton, Geauga, Guernsey, Harrison, Mahoning, Muskingum,
         Noble, Portage, Stark, Summit, Trumbull, Tuscarwas, and Wayne Counties,
         Ohio.

5.       Open-End Mortgage, Security Agreement and Financing Statement, dated
         April 14, 2005, from Atlas Pipeline Pennsylvania, LLC to Wachovia Bank,
         National Association, Administrative Agent, covering properties in
         Butler, Clearfield, Elk, Fayette, Indiana, Lawrence, Mercer, Venango
         and Warren Counties, Pennsylvania.

6.       Open-End Mortgage, Security Agreement and Financing Statement, dated
         April 14, 2005, from Atlas Pipeline Pennsylvania, LLC to Wachovia Bank,
         National Association, Administrative Agent, covering properties in
         Greene and Crawford Counties, Pennsylvania.

7.       Open-End Mortgage, Security Agreement and Financing Statement, dated
         April 14, 2005, from ETC Oklahoma Pipeline, Ltd. to Wachovia Bank,
         National Association, Administrative Agent, covering properties in
         Beckham, Roger Mills, and Washita Counties, Oklahoma.

8.       Pledge Agreement, Assignment and Security Agreement dated April 14,
         2005, from Atlas Pipeline Partners, L.P. to Wachovia Bank, National
         Association, Administrative Agent.

9.       Pledge Agreement, Assignment and Security Agreement dated April 14,
         2005, from Atlas Pipeline New York, LLC to Wachovia Bank, National
         Association, Administrative Agent.

10.      Pledge Agreement, Assignment and Security Agreement dated April 14,
         2005, from Atlas Pipeline Ohio, LLC to Wachovia Bank, National
         Association, Administrative Agent.

11.      Pledge Agreement, Assignment and Security Agreement dated April 14,
         2005, from Atlas Pipeline Pennsylvania, LLC to Wachovia Bank, National
         Association, Administrative Agent.

<PAGE>


12.      Pledge Agreement, Assignment and Security Agreement dated April 14,
         2005, from Atlas Pipeline Operating Partnership, L.P. to Wachovia Bank,
         National Association, Administrative Agent.

13.      Pledge Agreement, Assignment and Security Agreement dated April 14,
         2005, from Atlas Pipeline Mid-Continent LLC to Wachovia Bank, National
         Association, Administrative Agent.

14.      Pledge Agreement, Assignment and Security Agreement dated April 14,
         2005, from ETC Oklahoma Pipeline, Ltd. to Wachovia Bank, National
         Association, Administrative Agent.

15.      Pledge Agreement, Assignment and Security Agreement dated April 14,
         2005, from Elk City Oklahoma GP, LLC to Wachovia Bank, National
         Association, Administrative Agent.




<PAGE>

                                    EXHIBIT E

                        FORM OF ASSIGNMENT AND ASSUMPTION
                        ---------------------------------


                            ASSIGNMENT AND ASSUMPTION

         This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is
dated as of the Effective Date set forth below and is entered into by and
between ______________________________ (the "ASSIGNOR") and _______________ (the
"ASSIGNEE"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (the "CREDIT
AGREEMENT"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations as a Lender under the Credit Agreement and any other documents
or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including, without limitation, the Letters of Credit included in such
facilities) and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of the Assignor (in
its capacity as a Lender) against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold
and assigned pursuant to CLAUSES (I) and (II) above being referred to herein
collectively as, the "ASSIGNED INTEREST"). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.

1.   Assignor:              ______________________________

2.   Assignee:              ______________________________
                            [Assignee is an Affiliate/Approved Fund of
                            [identify Lender](1)]

3.   Borrower:              Atlas Pipeline Partners, L.P.

4.   Administrative Agent:  Wachovia Bank,
                            National Association, as the administrative
                            agent under the Credit Agreement

5.   Credit Agreement:      Revolving Credit and Term Loan Agreement dated as of
                            April __, 2005, among Atlas Pipeline Partners, L.P.,
                            the Lenders from time to time party thereto, and
                            Wachovia Bank, National Association, as
                            Administrative Agent

--------
(1) Select or delete as applicable.

<PAGE>


6.   Assigned Interest:
<TABLE>
<CAPTION>
--------------------------- ------------------------ ------------------------- ----------------------- -------------------
                                   Aggregate
                                   Amount of                Amount of                Percentage
                               Commitment/Loans          Commitment/Loans           Assigned of
    Facility Assigned           for all Lenders              Assigned             Commitment/Loans        CUSIP Number
--------------------------- ------------------------ ------------------------- ----------------------- -------------------
<S>                            <C>                       <C>                       <C>                  <C>
      _____________            $_______________          $_______________         ______________%
--------------------------- ------------------------ ------------------------- ----------------------- -------------------
--------------------------- ------------------------ ------------------------- ----------------------- -------------------
      _____________            $_______________          $_______________         ______________%
--------------------------- ------------------------ ------------------------- ----------------------- -------------------
</TABLE>

[7.  Trade Date:   __________________]

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

                                    ASSIGNOR
                                    [NAME OF ASSIGNOR]

                                     By: _____________________________
                                         Title:

                                    ASSIGNEE
                                    [NAME OF ASSIGNEE]

                                     By: _____________________________
                                         Title:
[Consented to and] Accepted:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent

By: _________________________________
    Title:

[Consented to:]

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Issuing Bank

By: _________________________________
    Title:


<PAGE>


[Consented to:]

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

By:  Atlas Pipeline Partners GP, LLC,
     a Delaware limited liability company,
     its general partner


             By:__________________________
                 Name:____________________
                 Title:___________________



<PAGE>


                      ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

         1.1. Assignor. The Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Loan Documents or any collateral thereunder, (iii) the financial condition of
the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Loan Document or (iv) the performance or observance
by the Borrower, any of its Subsidiaries or Affiliates or any other Person of
any of their respective obligations under any Loan Document.

         1.2. Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iv)
it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to SECTION 8.01 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached hereto is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of
principal, interest, fees and other amounts) to the Assignor for amounts which
have accrued to but excluding the Effective Date and to the Assignee for amounts
which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns. This Assignment and Assumption may be executed in any number of
counterparts, which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page of this Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.


<PAGE>
                                    EXHIBIT F

                          FORM OF CONSENT TO ASSIGNMENT
                          -----------------------------


         The undersigned (the "COUNTERPARTY") acknowledges that
[_________________], a [_____________] ("DEBTOR"), for the purpose of securing
obligations of the Debtor incurred pursuant to the Credit Agreement hereinafter
referenced, has collaterally assigned or may in the future collaterally assign
to Wachovia Bank, National Association, as administrative agent (together with
its successors and assigns in such capacity, the "ADMINISTRATIVE AGENT"), for
the benefit of the Lenders referenced above, all of such Debtor's right, title,
interest, claim, and demand in, under, and to the Assigned Agreements (as such
term is herein defined), and all accounts and general intangibles consisting of,
relating to or otherwise arising out of such Debtor's right, title, interest,
claim, and demand in and to all of such Debtor's rights to payment of every kind
under and by virtue of the Assigned Agreements (defined below). The Counterparty
further acknowledges that the rights and interests of the Debtor to receive
proceeds under the Assigned Agreements, as applicable, together with any
security interests securing the payment thereof, have been pledged to the
Administrative Agent as collateral for the Indebtedness (as defined in the
Credit Agreement) under the Credit Agreement, for the benefit of the Lenders.

         As a condition to the Lenders extending credit as contemplated by the
Credit Agreement, the Administrative Agent and the Lenders have required the
execution and delivery of this Consent to Assignment (this "CONSENT").
Accordingly, each of the undersigned agrees as follows:

         1. Definitions.

                  (a) The following capitalized terms shall have the meanings
         set forth below:

                  ASSIGNED AGREEMENTS means each of the agreements described on
         EXHIBIT A attached hereto and each other agreement entered into by the
         Counterparty and any Debtor, as the same may be amended or replaced
         from time to time.

                  CREDIT AGREEMENT means the Revolving Credit and Term Loan
         Agreement dated as of April 14, 2005, among Atlas Pipeline Partners,
         L.P., a Delaware limited partnership (the "BORROWER"), Atlas Pipeline
         New York, LLC, a Pennsylvania limited liability company ("ATLAS NEW
         YORK"), Atlas Pipeline Ohio, LLC, a Pennsylvania limited liability
         company ("ATLAS OHIO"), Atlas Pipeline Pennsylvania, LLC, a
         Pennsylvania limited liability company ("ATLAS PENNSYLVANIA"), Atlas
         Pipeline Operating Partnership, L.P., a Delaware limited partnership
         ("ATLAS OPERATING"), Atlas Pipeline Mid-Continent LLC, a Delaware
         limited liability company ("ATLAS MID-CONTINENT"), ETC Oklahoma
         Pipeline, Ltd., a Texas limited partnership ("ELK CITY"), and Elk City
         Oklahoma GP, LLC, a Delaware limited liability company ("ELK CITY GP";
         Elk City GP, Elk City, Atlas Mid-Continent, Atlas New York, Atlas Ohio,
         Atlas Pennsylvania, and Atlas Operating, collectively, the
         "GUARANTORS"), and Wachovia Bank, National Association, as
         Administrative Agent and the lenders from time to time parties thereto
         (collectively, the "Lenders"), as the same may from time to time be
         renewed, extended, amended or restated.

                  (b) All capitalized terms used but not defined herein shall
         have the meaning set forth in the Credit Agreement.

         2. Consent to Assignment. The Counterparty (a) agrees and consents to
the collateral assignment by the Debtor to the Administrative Agent of such
Debtor's rights under the Assigned Agreements, (b) subject to the terms of the
Assigned Agreements, agrees to perform its respective obligations under each


<PAGE>



Assigned Agreement to which it is a party, and (c) agrees, upon the occurrence
and during the continuance of an Event of Default under the Credit Agreement and
receipt of notice thereof from the Administrative Agent, to deliver any proceeds
which the Debtor is entitled to receive under the applicable Assigned Agreements
directly to the Administrative Agent.

         3. Assigned Agreements. The Counterparty (a) represents and warrants as
of the date hereof that (i) each Assigned Agreement is currently in full force
and effect, (ii) there have been no amendments or modifications to any Assigned
Agreement, and (iii) there are no defaults on the part of the Counterparty under
any Assigned Agreement, and (b) confirms that as of the date hereof (i) it is
not aware of any sale or assignment or grant of security or other interests in
any Assigned Agreement by the Debtor, other than with respect to liens granted
in connection with the Credit Agreement, (ii) it has no knowledge of any default
under any Assigned Agreement on the part of the Debtor party thereto, and (iii)
it has no knowledge of any event that has occurred that would constitute a
default under any Assigned Agreement upon the giving of notice or the lapse of
time or both.

         4. Foreclosure. The Counterparty agrees that in the event the
Administrative Agent exercises its rights to foreclose on all or any part of the
interest of the Debtor in and to any Assigned Agreement(s), or upon a transfer
of the Assigned Agreements by conveyance in lieu of foreclosure (the purchaser
at foreclosure or the transferee in lieu of foreclosure, including the
Administrative Agent if it is such purchaser or transferee, being herein called
"NEW OWNER"), such applicable Assigned Agreement(s) shall continue in full force
and effect as a direct agreement between the Counterparty and New Owner;
provided, that the Assigned Agreements are otherwise in full force and effect
and in all cases subject to the terms, covenants, conditions and agreements set
forth in the applicable Assigned Agreement(s); and provided further, that (a)
the Administrative Agent or other New Owner shall first cure all outstanding
defaults of the Debtor under the applicable Assigned Agreement, and (b) the New
Owner is approved by the Counterparty. The Counterparty agrees it shall give
such approval if the New Owner has industry experience and its financial
condition is acceptable to the Counterparty acting in good faith and in a
commercially reasonable manner, and such New Owner assumes the obligations of
the Debtor under the applicable Assigned Agreement(s) pursuant to an assumption
agreement reasonably satisfactory to the Counterparty; provided, however, that
in no event shall the New Owner be: (x) liable for any act, omission, default,
misrepresentation, or breach of warranty by any Debtor, nor shall New Owner be
liable for any Debtor's obligations accruing prior to New Owner's assumption of
the applicable Assigned Agreement(s), other than the obligations to cure all
outstanding defaults of the Debtor under the applicable Assigned Agreement as
set forth in clause (a) of the second proviso of the preceding sentence; (y)
subject to any offset, defense, claim or counterclaim which the Debtor might be
entitled to assert against any previous counterparty; or (z) bound by any
amendment or modification of an Assigned Agreement made in contravention of the
terms of the Credit Agreement, unless any such amendment or modification has
been consented to or waived by the Administrative Agent.

         5. Collateral Access. To the extent that the Debtor's property
constituting Collateral is located at, on or in any property of the Counterparty
subject to an Assigned Agreement, the Counterparty agrees that after the
occurrence and during the continuance of an Event of Default, the Counterparty
shall permit the Administrative Agent to have access to such Collateral during
normal business hours to prepare and show the Collateral for sale and/or conduct
a sale thereof, or remove the Collateral from such locations; provided, that
such sale or removal of the Collateral is completed within a commercially
reasonable period of time (not to exceed 90 days). In addition, such occupancy
shall otherwise be subject to and in accordance with the terms of the applicable
Assigned Agreement.

         6. Subordination. The Counterparty agrees that to the extent that it
has a lien in or on, or a possessory right to, any Collateral located on any
property of the Counterparty subject to an Assigned Agreement, the Counterparty
subordinates such lien in favor of the liens and security interests held by the




<PAGE>


Administrative Agent to secure the Indebtedness under the Credit Agreement;
provided however, that in no event shall such subordination prevent the
Counterparty from (a) exercising any other right or remedy it may have under any
Assigned Agreement (other than any rights relating to liens in favor of the
Counterparty provided for in the applicable Assigned Agreement, which liens are
expressly subordinated in favor of the liens and security interests held by
Administrative Agent, as provided herein), including, but not limited to, any
right to terminate any such Assigned Agreement, or (b) receiving or enforcing
its right to receive payments under the Assigned Agreements (other than through
the enforcement of liens in favor of the Counterparty provided for in the
applicable Assigned Agreement) or under this Consent, including, but not limited
to, any payments to be made under SECTION 4 hereof.

         7. Notices. The Counterparty agrees it will send to the Administrative
Agent a copy of each written notice delivered by the Counterparty to the Debtor
which relates to any alleged default under the Assigned Agreements. Such copy
shall be delivered to the Administrative Agent at:

                           Wachovia Bank, National Association
                           1001 Fannin, Suite 2255
                           Houston, Texas 77002
                           Attention: Jay Buckman
                           Telephone No.: (713) 650-2716
                           Facsimile No.: (713) 650-6354

         8. Right to Cure. The Administrative Agent, at its option, shall have
the right to perform any of the Debtor's responsibilities under the Assigned
Agreements (subject, in each case, to the terms of the applicable agreement),
and shall have at least 30 days to cure any default thereunder after notice to
the Administrative Agent of such default. Subject to the provisions of SECTION 4
of this Consent, the Administrative Agent shall not have any obligation to
perform the Debtor's obligations under the Assigned Agreements unless such
obligations are expressly assumed in writing by an instrument executed by the
Administrative Agent.

         9. Amendments to Credit Agreements and Related Loan Documents. The
Administrative Agent and the Lenders may enter into renewals and extensions of,
amendments to, and waivers under, the Credit Agreement and other Loan Documents
as therein defined without the consent of the Counterparty that is not a party
to such Loan Document.

         10. Amendments. Any provision of this Consent may be amended or waived
if, and only if, such amendment or waiver is in writing and signed by each of
the undersigned and the Administrative Agent.

         11. Counterparts. This Consent may be signed in any number of
counterparts, each of which shall be an original, and all of which taken
together shall constitute a single agreement, with the same effect as if the
signatories thereto and hereto were upon the same instrument. This Consent shall
become effective when executed by each of the parties listed on the signature
pages hereof.

         12. Binding Effect. This Consent shall be binding upon each of the
undersigned and their permitted successors and assigns, and shall inure to the
benefit of the Administrative Agent, the Lenders, and their respective
successors and assigns. This Consent shall be governed by, and construed in
accordance with, the laws of the state of New York and applicable United States
federal law.


<PAGE>



         EXECUTED as of [____] [__], 20[__]

                                       [___________________________]


                                       By:_________________________
                                       Name:_______________________
                                       Title:______________________




<PAGE>





Acknowledged by:

WACHOVIA BANK, NATIONAL ASSOCIATION
as Administrative Agent


By:________________________________
Name:______________________________
Title:_____________________________

<PAGE>

                                   EXHIBIT G-1

                                FORM OF GUARANTY
                                ----------------


         THIS CONTINUING GUARANTY AGREEMENT (this "GUARANTY AGREEMENT"), dated
as of [______] [__], 20[__], is made by _______________, a ___________ [limited
liability company/limited partnership] (the "GUARANTOR"), in favor of WACHOVIA
BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the
"ADMINISTRATIVE AGENT").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Lenders have agreed to make extensions of credit including
but not limited to Loans and Letters of Credit in the maximum aggregate
principal amount not to exceed $270,000,000 at any one time outstanding (as such
amount may be increased pursuant to the terms of the Credit Agreement referenced
below) to Atlas Pipeline Partners, L.P., a Delaware limited partnership (the
"BORROWER"), pursuant to that certain Revolving Credit and Term Loan Agreement
dated as of April 14, 2005, by and among the Borrower, the financial
institutions party thereto (collectively, the "LENDERS"), and Wachovia Bank,
National Association, in its capacity of the issuer of certain letters of credit
and as the Administrative Agent for the Lenders thereunder (the Credit
Agreement, together with the exhibits and schedules thereto and all extensions,
renewals, amendments, substitutions and replacements thereto and thereof, is
herein referred to as the "CREDIT AGREEMENT");

         WHEREAS, (i) the Letters of Credit may be issued under the Credit
Agreement for the account of one or more of the Guarantors, (ii) the proceeds of
the Loans under the Credit Agreement may be used by the Borrower to make loans
to one or more of the Guarantors, for general corporate purposes of the Borrower
and the Guarantors, and for other purposes set forth in the Credit Agreement,
and (iii) Hedging Agreements may be entered into by one or more of the
Guarantors and any Lender or its Affiliate, all as permitted pursuant to the
Credit Agreement and all of which will directly and indirectly benefit the
Borrower and the Guarantors;

         WHEREAS, as a condition precedent to extending credit to the Borrower
pursuant to the Credit Agreement, the Lenders have required that, inter alia,
each of the Guarantors execute and deliver to the Administrative Agent, for and
on behalf of the Lenders, a guaranty agreement;

         WHEREAS, the Guarantor has determined, reasonably and in good faith,
that (i) it has adequate capital to conduct its business as presently conducted
and as proposed to be conducted, (ii) it will be able to meet its obligations
hereunder and in respect of its existing and future indebtedness and liabilities
(contingent or otherwise) as and when the same shall become due and payable,
including those under this Guaranty Agreement, (iii) it is otherwise solvent and
(iv) the execution and delivery of this Guaranty Agreement and the consummation
of the transactions contemplated hereby will not render it insolvent;

         WHEREAS, the Guarantor has determined that the execution and delivery
of this Guaranty Agreement is in furtherance of its organizational purposes and
in its best interest and that it will derive substantial benefit, whether
directly or indirectly, from the making of this Guaranty Agreement, having
regard for all relevant facts and circumstances; and

         WHEREAS, the Guarantor has agreed to execute and deliver this Guaranty
Agreement to the Administrative Agent, for the benefit of the Lenders.
<PAGE>


         NOW THEREFORE, for good and valuable consideration the receipt of which
is hereby acknowledged, and in order to induce the Lenders to make Loans to the
Borrower pursuant to the Credit Agreement by fulfilling the requirements of the
Credit Agreement, the Guarantor agrees, for the benefit of each Lender, as
follows:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1 CERTAIN TERMS. The following capitalized terms when used in
this Guaranty Agreement, including its preamble and recitals, shall have the
following meanings (such definitions to be equally applicable to the singular
and plural forms thereof):

         "ADMINISTRATIVE AGENT" is defined in the preamble.

         "BORROWER" is defined in the first recital.

         "COMMITMENTS" means each Commitment as defined in the Credit Agreement.

         "CREDIT AGREEMENT" is defined in the first recital.

         "GUARANTOR" is defined in the preamble.

         "GUARANTY AGREEMENT" is defined in the preamble.

         "LENDERS" is defined in the first recital.

         "SUBSIDIARY GUARANTOR" means Subsidiaries of Borrower that have
guaranteed all or any part of the Indebtedness.

         "TAXES" is defined in clause (1) of SECTION 2.7.

         "U.C.C." means the Uniform Commercial Code as in effect in the State of
New York.

         SECTION 1.2 CREDIT AGREEMENT DEFINITIONS. Unless otherwise defined
herein or the context otherwise requires, capitalized terms used in this
Guaranty Agreement, including its preamble and recitals, have the meanings
provided in the Credit Agreement.

         SECTION 1.3 U.C.C. DEFINITIONS. Unless otherwise defined herein or the
context otherwise requires, terms for which meanings are provided in the U.C.C.
are used in this Guaranty Agreement, including its preamble and recitals, with
such meanings.

                                   ARTICLE II

                               GUARANTY PROVISIONS

         SECTION 2.1 GUARANTY AGREEMENT. The Guarantor hereby absolutely,
unconditionally, and irrevocably (1) guarantees the full and punctual payment
when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise, of all Indebtedness of the Borrower and each
other Obligor now or hereafter existing under each of the Credit Agreement, the
Notes and each other Loan Document to which the Borrower or such other Obligor
is or may become a party, whether for principal, interest, fees, expenses or


<PAGE>

otherwise (including all such amounts which would become due but for the
operation of the automatic stay under Section 362(a) of the United States
Bankruptcy Code, 11 U.S.C. ss.362(a), and the operation of Sections 502(b) and
506(b) of the United States Bankruptcy Code, 11 U.S.C. ss.502(b) and ss.506(b)),
and (2) indemnifies and holds harmless each Lender and each holder of a Note for
any and all costs and expenses (including reasonable attorney's fees and
expenses) incurred by such Lender or such holder, as the case may be, in
enforcing any rights under this Guaranty Agreement; provided, however, that the
Guarantor shall be liable under this Guaranty Agreement for the maximum amount
of such liability that can be hereby incurred without rendering this Guaranty
Agreement, as it relates to the Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any
greater amount. This Guaranty Agreement constitutes a guaranty of payment when
due and not of collection, and the Guarantor specifically agrees that it shall
not be necessary or required that any Lender or any holder of any Note exercise
any right, assert any claim or demand or enforce any remedy whatsoever against
the Borrower or any other Obligor (or any other Person) before or as a condition
to the obligations of the Guarantor hereunder.

         SECTION 2.2 ACCELERATION OF GUARANTY AGREEMENT. The Guarantor agrees
that, in the event of the occurrence of any event of the type described in
Section 10.01(e), (f) or (g) of the Credit Agreement, with respect to the
Borrower, any other Obligor or the Guarantor, and if such event shall occur at a
time when any of the Indebtedness may not then be due and payable by the
Borrower due to any automatic stay or other debtor relief laws, the Guarantor
will pay to the Lenders forthwith the full amount which would be payable
hereunder by the Guarantor if all such Indebtedness were then due and payable.

         SECTION 2.3 GUARANTY AGREEMENT ABSOLUTE, ETC. This Guaranty Agreement
shall in all respects be a continuing, absolute, unconditional and irrevocable
guaranty of payment, and shall remain in full force and effect until all
Indebtedness of the Borrower and each other Obligor has been paid in full, all
obligations of the Guarantor hereunder shall have been paid in full, all
Commitments shall have terminated and all Hedging Agreements have terminated.
Guarantor may not rescind or revoke its obligations hereunder. The Guarantor
guarantees that the Indebtedness of the Borrower and each other Obligor will be
paid strictly in accordance with the terms of the Credit Agreement and each
other Loan Document under which they arise, regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms
or the rights of any Lender or any holder of any Note with respect thereto. The
liability of the Guarantor under this Guaranty Agreement shall be absolute,
unconditional and irrevocable irrespective of: (1) any lack of validity,
legality or enforceability of the Credit Agreement, any Note or any other Loan
Document; (2) the failure of any Lender or any holder of any Note (a) to assert
any claim or demand or to enforce any right or remedy against the Borrower, any
other Obligor or any other Person (including any other guarantor) under the
provisions of the Credit Agreement, any Note, any other Loan Document or
otherwise, or (b) to exercise any right or remedy against any other guarantor
of, or collateral securing, any Indebtedness of the Borrower or any other
Obligor; (3) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Indebtedness of the Borrower or any other
Obligor, or any other extension, compromise or renewal of any Indebtedness of
the Borrower or any other Obligor; (4) any reduction, limitation, impairment or
termination of any Indebtedness of the Borrower or any other Obligor for any
reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to (and the Guarantor hereby waives any
right to or claim of) any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality, nongenuineness,
irregularity, compromise, unenforceability of, or any other event or occurrence
affecting, any Indebtedness of the Borrower, any other Obligor or otherwise; (5)
any amendment to, rescission, waiver, or other modification of, or any consent
to departure from, any of the terms of the Credit Agreement, any Note or any
other Loan Document; (6) any addition, exchange, release, surrender or
non-perfection of any collateral, or any amendment to or waiver or release or
addition of, or consent to departure from, any other guaranty, held by any


<PAGE>



Lender or any holder of any Note securing any of the Indebtedness of the
Borrower or any other Obligor; (7) the insolvency or bankruptcy of, or similar
event affecting, the Borrower or any other Obligor; or (8) any other
circumstance which might otherwise constitute a defense available to, or a legal
or equitable discharge of, the Borrower, any other Obligor, any surety or any
guarantor. Guarantor waives all rights and defenses which may arise with respect
to any of the foregoing, and Guarantor waives any right to revoke this Guaranty
Agreement with respect to future indebtedness. Guarantor waives all rights or
defenses under common law, in equity, under contract, by statute, or otherwise.

         SECTION 2.4 REINSTATEMENT. The Guarantor agrees that this Guaranty
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any payment (in whole or in part) of any of the Indebtedness is
rescinded or must otherwise be restored by any Lender or any holder of any Note,
upon the insolvency, bankruptcy or reorganization of the Borrower, any other
Obligor or otherwise, all as though such payment had not been made.

         SECTION 2.5 WAIVER, ETC. The Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Indebtedness of the Borrower or any other Obligor and this Guaranty Agreement
and any requirement that the Administrative Agent, any other Lender or any
holder of any Note protect, secure, perfect or insure any security interest or
Lien, or any property subject thereto, or exhaust any right or take any action
against the Borrower, any other Obligor or any other Person (including any other
guarantor) or entity or any collateral securing the Indebtedness of the Borrower
or any other Obligor, as the case may be.

         SECTION 2.6 WAIVER OF SUBROGATION. Until the Indebtedness is paid in
full, all Commitments have terminated and all Hedging Agreements have
terminated, the Guarantor shall not enforce or exercise any claim or other
rights which it may now or hereafter acquire against the Borrower or any other
Obligor that arise from the existence, payment, performance or enforcement of
the Guarantor's obligations under this Guaranty Agreement or any other Loan
Document, including any right of subrogation, reimbursement, exoneration, or
indemnification, any right to participate in any claim or remedy of the Lenders
against the Borrower or any other Obligor or any collateral which the
Administrative Agent now has or hereafter acquires, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including the right to take or receive from the Borrower or any other Obligor,
directly or indirectly, in cash or other property or by set-off or in any
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
such amount shall be deemed to have been paid to the Guarantor for the benefit
of, and held in trust for, the Lenders, and shall forthwith be paid to the
Lenders to be credited and applied upon the Indebtedness, whether matured or
unmatured. The Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by the Credit Agreement
and that the waiver set forth in this Section is knowingly made in contemplation
of such benefits.

         SECTION 2.7 PAYMENTS FREE AND CLEAR OF TAXES, ETC. The Guarantor hereby
agrees that:

                  (a) All payments by the Guarantor hereunder shall be made in
accordance with Section 4.06 of the Credit Agreement free and clear of and
without deduction for any present or future income, excise, stamp or franchise
taxes and other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, but excluding franchise taxes and
taxes imposed on or measured by any Lender's net income or receipts (such
non-excluded items being called "TAXES"). In the event that any withholding or
deduction from any payment to be made by the Guarantor hereunder is required in
respect of any Taxes pursuant to any applicable law, rule or regulation, then
the Guarantor will (i) pay directly to the relevant authority the full amount
required to be so withheld or deducted; (ii) promptly forward to such Lender an
official receipt or other documentation satisfactory to such Lender evidencing
such payment to such authority; and (iii) pay to such Lender such additional



<PAGE>


amount or amounts as is necessary to ensure that the net amount actually
received by such Lender will equal the full amount such Lender would have
received had no such withholding or deduction been required. Moreover, if any
Taxes are directly asserted against any Lender with respect to any payment
received by such Lender hereunder, such Lender may pay such Taxes and the
Guarantor will promptly pay such additional amounts (including, if incurred as a
result of Guarantor's or the Borrower's action, omission or delay, any
penalties, interest or expenses) as is necessary in order that the net amount
received by such Lender after the payment of such Taxes (including any Taxes on
such additional amount) shall equal the amount such Lender would have received
had such Taxes not been asserted.

                  (b) If the Guarantor fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to any Lender the required
receipts or other required documentary evidence, the Guarantor shall indemnify
such Lender for any incremental Taxes, interest or penalties that may become
payable by such Lender as a result of any such failure.

                  (c) Without prejudice to the survival of any other agreement
of the Guarantor hereunder, the agreements and obligations of the Guarantor
contained in this SECTION 2.7 shall survive the payment in full of the principal
of and interest on the Loans.

         SECTION 2.8 CONTRIBUTION AGREEMENT. Upon full and final payment of the
Indebtedness, Guarantor and all other Subsidiary Guarantors which have made
payments upon all or any part of the Indebtedness shall be entitled to
contribution from all of the other Subsidiary Guarantors, to the end that all
such payments upon the Indebtedness shall be shared among all Subsidiary
Guarantors who guaranteed such Indebtedness in proportion to their respective
Net Worths (defined below), provided that the contribution obligations of each
of the Subsidiary Guarantors shall be limited to the maximum amount that it can
pay at such time without rendering its contribution obligations voidable under
applicable law relating to fraudulent conveyances or fraudulent transfers. As
used in this subsection, the "NET WORTH" of each of the Subsidiary Guarantors
means, at any time, the remainder of (i) the fair value of such Subsidiary
Guarantor's assets (other than such right of contribution), minus (ii) the fair
value of such Subsidiary Guarantor's liabilities (other than its liabilities
under its guaranty of the Indebtedness).

         SECTION 2.9 SUBORDINATION. Guarantor hereby subordinates and makes
inferior to the Indebtedness any and all Intercompany Debt now or at any time
hereafter owed by the Borrower or other Obligor to the Guarantor. Guarantor
agrees that after the occurrence of any Default or Event of Default under the
Credit Agreement, it will not permit the Borrower to repay such Intercompany
Debt or any part thereof and it will not accept payment from the Borrower of
such Intercompany Debt or any part thereof without the prior written consent of
the Majority Lenders as defined in the Credit Agreement. If Guarantor receives
any such payment without the prior required written consent, the amount so paid
shall be held in trust for the benefit of the Lenders, shall be segregated from
the other funds of such Guarantor, and shall forthwith be paid over to the
Administrative Agent to be held by the Administrative Agent as collateral for,
or then or at any time thereafter applied in whole or in part by the
Administrative Agent against, all or any portions of the Indebtedness, whether
matured or unmatured, in such order as the Administrative Agent shall elect.

                                   ARTICLE III

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         SECTION 3.1 REPRESENTATIONS, WARRANTIES AND COVENANTS. By execution
hereof, Guarantor covenants and agrees that certain representations, warranties,
terms, covenants, and conditions set forth in the Credit Agreement and other
Loan Documents are applicable to Guarantor and shall be imposed upon Guarantor,
and Guarantor reaffirms that each such representation and warranty is true and


<PAGE>



correct and covenants and agrees to promptly and properly perform, observe, and
comply with each such term, covenant, or condition. Moreover, Guarantor
acknowledges and agrees that this Guaranty Agreement is subject to the offset
provisions of the Credit Agreement in favor of the Administrative Agent and the
Lenders.

                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS

         SECTION 4.1 LOAN DOCUMENT. This Guaranty Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

         SECTION 4.2 RELEASES. At such time as the Loans shall have been paid in
full, the Commitments have been terminated and no Hedging Agreements are
outstanding, the Administrative Agent shall, at the request and expense of the
Guarantor following such termination, promptly execute and deliver to the
Guarantor such documents and instruments as the Guarantor shall reasonably
request to evidence termination and release of this Guaranty Agreement.

         SECTION 4.3  ADMINISTRATIVE AGENT AND LENDERS; SUCCESSORS AND ASSIGNS.

                  (a) The Administrative Agent is Administrative Agent for each
Lender under the Credit Agreement. All rights granted to Administrative Agent
under or in connection with this Guaranty Agreement are for each Lender's
ratable benefit. The Administrative Agent may, without the joinder of any
Lender, exercise any rights in Administrative Agent's or Lenders' favor under or
in connection with this Guaranty Agreement. The Administrative Agent's and each
Lender's rights and obligations vis-a-vis each other may be subject to one or
more separate agreements between those parties. However, the Guarantor is not
required to inquire about any such agreement and is not subject to any terms of
it unless the Guarantor specifically enters into such agreement. Therefore,
neither Guarantor nor its successors or assigns is entitled to any benefits or
provisions of any such separate agreement nor is it entitled to rely upon or
raise as a defense any party's failure or refusal to comply with the provisions
of any such agreement.

                  (b) This Guaranty Agreement benefits the Administrative Agent,
the Lenders, and their respective successors and assigns and binds Guarantor and
its successors and assigns. Upon appointment of any successor Administrative
Agent under the Credit Agreement, all of the rights of Administrative Agent
under this Guaranty Agreement automatically vests in that new Administrative
Agent as successor Administrative Agent on behalf of Lenders without any further
act, deed, conveyance, or other formality other than that appointment. The
rights of the Administrative Agent and the Lenders under this Guaranty Agreement
may be transferred with any assignment of the obligations hereby guaranteed
pursuant to and in accordance with the terms of the Credit Agreement. The Credit
Agreement contains provisions governing assignments of the obligations
guaranteed under this Guaranty Agreement.

         SECTION 4.4 AMENDMENTS, ETC. No amendment to or waiver of any provision
of this Guaranty Agreement, nor consent to any departure by the Guarantor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by or on behalf of the party against whom it is sought to be enforced
and is in conformity with the requirements of Section 12.03 of the Credit
Agreement. Each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

<PAGE>


         SECTION 4.5 ADDRESSES FOR NOTICES TO THE GUARANTOR. All notices and
other communications hereunder to the Guarantor shall be in writing and mailed
or delivered to it, addressed to it at the address set forth below or at such
other address as shall be designated by the Guarantor in a written notice to the
Administrative Agent at the address specified in the Credit Agreement complying
as to delivery with the terms of this Section. All such notices and other
communications shall, when mailed, be effective when deposited in the mails,
addressed as aforesaid. Address for notices:

                  _______________________
                  c/o Atlas Pipeline Partners, L.P.
                  311 Rouser Road
                  Moon Township, Pennsylvania 15108
                  Attn:  ______________
                  Facsimile:  (___) ___-_____
                  Telephone:  (___) ___-_____

         SECTION 4.6 NO WAIVER; REMEDIES. In addition to, and not in limitation
of, SECTION 2.3 and SECTION 2.5, no failure on the part of any Lender or any
holder of a Note to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

         SECTION 4.7 SECTION CAPTIONS. Section captions used in this Guaranty
Agreement are for convenience of reference only, and shall not affect the
construction of this Guaranty Agreement.

         SECTION 4.8 SETOFF. In addition to, and not in limitation of, any
rights of any Lender or any holder of a Note under applicable law, upon the
occurrence of an Event of Default under or as defined in the Credit Agreement,
each Lender and each such holder shall be entitled to exercise any right of
offset or banker's lien against each and every account and other property or
interest that the Guarantor may now or hereafter have with, or which is now or
hereafter in the possession of, any such Lender, to the extent of the full
amount of the Indebtedness.

         SECTION 4.9 SEVERABILITY. Wherever possible each provision of this
Guaranty Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Guaranty Agreement
shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Guaranty Agreement.

         SECTION 4.10 GOVERNING LAW. THIS GUARANTY AGREEMENT SHALL BE DEEMED TO
BE A CONTRACT UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
AND APPLICABLE FEDERAL LAW. THIS GUARANTY AGREEMENT AND THE OTHER LOAN DOCUMENTS
CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH
RESPECT THERETO.

         SECTION 4.11 FORUM SELECTION AND CONSENT TO JURISDICTION. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
GUARANTY AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE LENDERS OR THE GUARANTOR MAY BE
BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE GUARANTOR



<PAGE>




HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS 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 FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
IN CONNECTION WITH SUCH LITIGATION. THE GUARANTOR FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW
YORK. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

         SECTION 4.12 WAIVER OF JURY TRIAL. THE GUARANTOR HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS GUARANTY AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE LENDERS OR THE
GUARANTOR. THE GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THE CREDIT AGREEMENT.

         SECTION 4.13 ENTIRE AGREEMENT. THIS GUARANTY AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

        REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE TO FOLLOW.



<PAGE>


         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty Agreement to
be duly executed and delivered by an officer duly authorized as of the date
first written above.

                                GUARANTOR:
                                ----------

                                _____________________,  a   __________________
                                [limited partnership/limited liability company]


                                By: __________________________________________






                       [SIGNATURES CONTINUED ON NEXT PAGE]


<PAGE>



          This Guaranty Agreement is accepted by the Administrative Agent, for
and on behalf of the Lenders, as of the date first written above.

                                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                      in its capacity as Administrative Agent


                                      By:_____________________________________
                                         Jay Buckman
                                         Vice President

<PAGE>

                                   EXHIBIT G-2

                        FORM OF CONFIRMATION OF GUARANTY
                        --------------------------------


         THIS CONFIRMATION OF GUARANTY (this "CONFIRMATION") is executed as of
April 14, 2005, by the undersigned guarantor (the "GUARANTOR"), in favor of
Wachovia Bank, National Association, as administrative agent (the
"ADMINISTRATIVE AGENT") for the Lenders and their respective successors and
assigns (collectively, the "LENDERS") that are from time to time parties to the
Credit Agreement (as hereinafter defined).

         Capitalized terms not otherwise defined in this Confirmation shall have
the meanings ascribed to such terms in the Guaranty (as hereinafter defined).

                                 R E C I T A L S
                                 - - - - - - - -

         WHEREAS, Atlas Pipeline Partners, L.P., a Delaware limited partnership
(the "BORROWER"), certain lenders party thereto, and Wachovia Bank, National
Association, as administrative agent, are parties to that certain Revolving
Credit and Term Loan Agreement dated as of July 16, 2004 (as the same may have
been amended from time to time, the "EXISTING CREDIT AGREEMENT");

         WHEREAS, in connection with the Existing Credit Agreement, the
Guarantor executed and delivered to Administrative Agent, for the benefit of the
Lenders, that certain Continuing Guaranty Agreement dated as of July 16, 2004
(as the same has been or may hereafter be from time to time amended, the
"GUARANTY");

         WHEREAS, concurrently herewith, the Existing Credit Agreement will be
amended and restated pursuant to the Revolving Credit and Term Loan Agreement
(as the same may be restated, modified, amended, or supplemented from time to
time, the "CREDIT AGREEMENT"), by and among the Borrower, the Administrative
Agent, and the Lenders;

         WHEREAS, the execution and delivery of this Confirmation is an integral
part of the transactions contemplated by the Loan Papers and is a condition
precedent to Lenders' obligations to extend credit under the Credit Agreement;
and

         WHEREAS, in connection with the Credit Agreement, the Guarantor has
agreed to ratify and confirm the Guaranty.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as
follows:

         1. CONFIRMATION OF GUARANTY. The Guarantor hereby (a) consents and
agrees to the execution and delivery of the Credit Agreement and the related
Loan Documents (as defined in the Credit Agreement), (b) ratifies and confirms
that the Guaranty is not released, diminished, impaired, reduced, or otherwise
adversely affected by the Credit Agreement and continues to guarantee and assure
the full payment and performance of all present and future obligations
thereunder, and (c) agrees that the guaranteed debt includes, without
limitation, the Indebtedness (as defined in the Credit Agreement).

         2. OTHER AGREEMENTS. The Guarantor (a) agrees to perform such acts and
duly authorize, execute, acknowledge, deliver, file, and record such additional
guaranties, and other agreements, documents, instruments, and certificates as
the Administrative Agent may reasonably deem necessary or appropriate in order


<PAGE>


to preserve and protect those guaranties and assurances previously guaranteed by
the Guarantor pursuant to the Guaranty, (b) represents and warrants to the
Administrative Agent that such liability and obligation may reasonably be
expected to directly or indirectly benefit the Guarantor, and (c) waives notice
of acceptance of this Confirmation.

         3. CONTINUED EFFECT. All terms, provisions, and conditions of the
Guaranty shall continue in full force and effect and shall remain enforceable
and binding in accordance with the terms thereof.

         4. PARTIES BOUND. This Confirmation shall be binding upon and inure to
the benefit of each Guarantor and the Administrative Agent, for the benefit of
the Lenders, and their respective successors, permitted assigns, and legal
representatives.

         5. HEADINGS. Section headings are for convenience of reference only and
shall in no way affect the interpretation of this Confirmation.

         6. GOVERNING LAW. THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THIS
CONFIRMATION.

         7. NOTICE OF FINAL AGREEMENT. THIS CONFIRMATION REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

         THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.


                      REMAINDER OF PAGE INTENTIONALLY BLANK
                            SIGNATURE PAGES TO FOLLOW


<PAGE>


EXECUTED as of the day and year first above written.


                                         GUARANTOR:

                                         [NAME OF GUARANTOR]


                                         By: ________________________________
                                              Name: _________________________
                                              Title:_________________________


<PAGE>


         The undersigned, as Administrative Agent for the benefit of the
Lenders, hereby accepts the foregoing Confirmation.


                                          WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          as Administrative Agent


                                          By: ________________________________
                                              Jay Buckman
                                              Vice President