Prepared and Filed by St Ives Financial






Exhibit 10(x)


CONTINUING GUARANTY AGREEMENT DATED DECEMBER 18, 2006


BY ATLAS ENERGY RESOURCES, LLC IN FAVOR OF WACHOVIA


BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT FOR


THE LENDERS
























    CONTINUING
      GUARANTY AGREEMENT


     

    THIS
      CONTINUING GUARANTY AGREEMENT (this “Guaranty
      Agreement”),
      dated
      as of December 18, 2006, is made by ATLAS ENERGY RESOURCES, LLC, a Delaware
      limited liability company (the “Guarantor”),
      in
      favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the
      Lenders (the “Administrative
      Agent”).
       

     

    WITNESSETH:

     

    WHEREAS,
      the Lenders have made extensions of credit including but not limited to Loans
      and Letters of Credit in the maximum aggregate principal amount not to exceed
      $250,000,000 at any one time outstanding to Atlas Energy Operating Company,
      LLC,
      a Delaware limited liability company (the “Borrower”),
      pursuant to that certain Revolving Credit Agreement dated as of December 18,
      2006, by and among the Borrower, the financial institutions (the “Lenders”)
      party
      thereto, 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 and for other general corporate purposes of the Borrower and
      the
      Guarantors, 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 corporate 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.  

     

    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.  

     

    “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 Texas.  

     

    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 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. §362(a), and the operation of
      Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C.
      §502(b) and §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 Lender 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 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 (1) Section 34.01 et seq. of the Texas Business
  and Commerce Code, as amended, (2) Section 17.001 of the Texas Civil
  Practice and Remedies Code, as amended, (3) Rule 31 of the Texas Rules
  of Civil Procedure, as amended, or (4) 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 Lender
      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 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 Guarantors
      which have made payments upon all or any part of the Indebtedness shall be
      entitled to contribution from all of the other Guarantors, to the end that
      all
      such payments upon the Indebtedness shall be shared among all Guarantors who
      guaranteed such Indebtedness in proportion to their respective Net Worths
      (defined below), provided that the contribution obligations of each of the
      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 Guarantors means, at any time, the
      remainder of (i) the fair value of such Guarantor’s assets (other than such
      right of contribution), minus (ii) the fair value of such 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 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 Lender 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
      12.04
      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.  

     

    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: 

    


    

  	
              __________________________________________

            
	
              __________________________________________

            
	
              __________________________________________

            
	
              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 TEXAS 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
      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 TEXAS. 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.

     









    


    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:

            
	 	 
	 	
              ATLAS
                ENERGY RESOURCES, LLC,

              
                a
                  Delaware limited liability company

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Matthew
                A. Jones

            
	 	Chief
              Financial Officer


    

     

    [SIGNATURES
      CONTINUED ON NEXT 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