Prepared and Filed by St Ives Financial



Exhibit 10(w)


REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 18,


2006 AMONG ATLAS ENERGY OPERATING COMPANY, LLC, AS


BORROWER; AER PIPELINE CONSTRUCTION, INC., AIC, LLC,


ATLAS AMERICA, LLC, ATLAS ENERGY OHIO, LLC, ATLAS ENERGY


RESOURCES, LLC, ATLAS NOBLE, LLC, ATLAS RESOURCES, LLC,


REI-NY, LLC, RESOURCE ENERGY, LLC, RESOURCE WELL


SERVICES, LLC, AND VIKING RESOURCES LLC AS GUARANTORS;


WACHOVIA BANK, NATIONAL ASSOCIATION AS ADMINISTRATIVE


AGENT AND ISSUING BANK; BANK OF AMERICA, N.A. AND


COMPASS BANK AS CO-SYNDICATION AGENTS; BANK OF


OKLAHOMA, N.A., U.S. BANK, NATIONAL ASSOCIATION AND BNP


PARIBAS AS CO-DOCUMENTATION AGENTS AND THE LENDERS


SIGNATORY HERETO $250,000,000 SENIOR SECURED REVOLVING


CREDIT FACILITY WACHOVIA CAPITAL MARKETS, LLC AS LEAD


ARRANGER




















    EXECUTION
      COPY

    
       

      REVOLVING
        CREDIT AGREEMENT

       

      Dated
        as
        of December 18, 2006

       

      Among

       

      ATLAS
        ENERGY OPERATING COMPANY, LLC,

      as
        Borrower

       

      AER
        PIPELINE CONSTRUCTION, INC.

      AIC,
        LLC,

      ATLAS
        AMERICA, LLC,

      ATLAS
        ENERGY OHIO, LLC,

      ATLAS
        ENERGY RESOURCES, LLC,  

      ATLAS
        NOBLE, LLC,

      ATLAS
        RESOURCES, LLC,

      REI-NY,
        LLC,

      RESOURCE
        ENERGY, LLC,

      RESOURCE
        WELL SERVICES, LLC,

      and

      VIKING
        RESOURCES LLC

      as
        Guarantors

       

      WACHOVIA
        BANK, NATIONAL ASSOCIATION, 

      as
        Administrative
        Agent and Issuing Bank

       

      BANK
        OF
        AMERICA, N.A.

      and
         

      COMPASS
        BANK

      as
        Co-Syndication
        Agents

       

      BANK
        OF
        OKLAHOMA, N.A.,

      U.S.
        BANK, NATIONAL ASSOCIATION

      and

      BNP
        PARIBAS

      as
        Co-Documentation
        Agents

       

      and

       

      THE
        LENDERS SIGNATORY HERETO

      $250,000,000
        Senior Secured Revolving Credit Facility

      WACHOVIA
        CAPITAL MARKETS, LLC

      as
        Lead
        Arranger

    

    
       

    

    







     

    TABLE
      OF CONTENTS

    


    
      	 	
              Page

            
	
              ARTICLE
                I Definitions and Accounting Matters

            	
              1

            
	 	 
	
              Section
                1.01       Terms Defined
                Above

            	
              1

            
	
              Section
                1.02       Certain Defined
                Terms

            	
              1

            
	
              Section
                1.03       Accounting Terms and
                Determinations

            	
              15

            
	 	 
	
              ARTICLE
                II Commitments

            	
              15

            
	 	 
	
              Section
                2.01       Loans and Letters of
                Credit

            	
              15

            
	
              Section
                2.02       Borrowings, Continuations and
                Conversions, Letters of Credit

            	
              15

            
	
              Section
                2.03       Commitments; Changes of
                Commitments

            	
              17

            
	
              Section
                2.04       Fees

            	
              19

            
	
              Section
                2.05       Several
                Obligations

            	
              19

            
	
              Section
                2.06       Notes

            	
              20

            
	
              Section
                2.07       Prepayments

            	
              20

            
	
              Section
                2.08       Borrowing Base

            	
              20

            
	
              Section
                2.09       Assumption of
                Risks

            	
              22

            
	
              Section
                2.10       Obligation to Reimburse and to
                Prepay

            	
              22

            
	
              Section
                2.11       Lending Offices

            	
              24

            
	 	 
	
              ARTICLE
                III Payments of Principal and Interest

            	
              24

            
	 	 
	
              Section
                3.01       Repayment of
                Loans

            	
              24

            
	
              Section
                3.02       Interest

            	
              24

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

            	
              25

            
	 	 
	
              Section
                4.01       Payments

            	
              25

            
	
              Section
                4.02       Pro Rata
                Treatment

            	
              25

            
	
              Section
                4.03       Computations

            	
              25

            
	
              Section
                4.04       Non-receipt of Funds by the
                Administrative Agent

            	
              25

            
	
              Section
                4.05       Set-off, Sharing of Payments,
                Etc.

            	
              26

            
	
              Section
                4.06       Taxes

            	
              27

            
	 	 
	
              ARTICLE
                V Capital Adequacy

            	
              29

            
	 	 
	
              Section
                5.01       Additional Costs

            	
              29

            
	
              Section
                5.02       Limitation on LIBOR
                Loans

            	
              30

            
	
              Section
                5.03       Illegality

            	
              31

            
	
              Section
                5.04       Base Rate Loans Pursuant to
                Sections 5.01, 5.02 and 5.03

            	
              31

            
	
              Section
                5.05       Compensation

            	
              31

            
	 	 
	
              ARTICLE
                VI Conditions Precedent

            	
              32

            
	 	 
	
              Section
                6.01       Initial Funding

            	
              32

            
	
              Section
                6.02       Initial and Subsequent Loans and
                Letters of Credit

            	
              33

            


    

     

    

     

    i







     

    TABLE
      OF CONTENTS 

    


    
      	 	
              Page

            
	
              Section
                6.03       Conditions Precedent for the
                Benefit of Lenders

            	
              34

            
	
              Section
                6.04       No Waiver

            	
              34

            
	 	 
	
              ARTICLE
                VII Representations and Warranties

            	
              34

            
	 	 
	
              Section
                7.01       Corporate
                Existence

            	
              34

            
	
              Section
                7.02       Financial
                Condition

            	
              34

            
	
              Section
                7.03       Litigation

            	
              35

            
	
              Section
                7.04       No Breach

            	
              35

            
	
              Section
                7.05       Authority

            	
              35

            
	
              Section
                7.06       Approvals

            	
              35

            
	
              Section
                7.07       Use of Loans

            	
              35

            
	
              Section
                7.08       ERISA

            	
              35

            
	
              Section
                7.09       Taxes

            	
              36

            
	
              Section
                7.10       Titles, etc.

            	
              36

            
	
              Section
                7.11       No Material
                Misstatements

            	
              37

            
	
              Section
                7.12       Investment Company
                Act

            	
              37

            
	
              Section
                7.13       [Intentionally
                Deleted]

            	
              37

            
	
              Section
                7.14       Partnership
                Interests

            	
              37

            
	
              Section
                7.15       Capitalization and
                Subsidiaries

            	
              38

            
	
              Section
                7.16       Location of Business and
                Offices

            	
              38

            
	
              Section
                7.17       Defaults

            	
              38

            
	
              Section
                7.18       Environmental
                Matters

            	
              38

            
	
              Section
                7.19       Compliance with the
                Law

            	
              39

            
	
              Section
                7.20       Insurance

            	
              39

            
	
              Section
                7.21       Hedging
                Agreements

            	
              39

            
	
              Section
                7.22       Restriction on
                Liens

            	
              40

            
	
              Section
                7.23       Material
                Agreements

            	
              40

            
	
              Section
                7.24       Gas Imbalances

            	
              40

            
	
              Section
                7.25       Relationship of
                Obligors

            	
              40

            
	
              Section
                7.26       Solvency

            	
              40

            
	 	 
	
              ARTICLE
                VIII Affirmative Covenants

            	
              41

            
	 	 
	
              Section
                8.01       Reporting
                Requirements

            	
              41

            
	
              Section
                8.02       Litigation

            	
              42

            
	
              Section
                8.03       Maintenance, Etc.

            	
              43

            
	
              Section
                8.04       Environmental
                Matters

            	
              44

            
	
              Section
                8.05       Further
                Assurances

            	
              44

            
	
              Section
                8.06       Performance of
                Obligations

            	
              44

            
	
              Section
                8.07       Engineering
                Reports

            	
              44

            
	
              Section
                8.08       Title Curative

            	
              45

            
	
              Section
                8.09       Additional
                Collateral

            	
              45

            
	
              Section
                8.10       ERISA Information and
                Compliance

            	
              48

            
	 	 
	
              ARTICLE
                IX Negative Covenants

            	
              48

            
	 	 
	
              Section
                9.01       Debt

            	
              48

            
	
              Section
                9.02       Hedging
                Agreements

            	
              49

            
	
              Section
                9.03       Liens

            	
              50

            


    

     

    

     

    ii







     

    TABLE
      OF CONTENTS 

    


    
      	 	
              Page

            
	
              Section
                9.04      
                Investments,
                Loans and Advances

            	
              50

            
	
              Section
                9.05      
                Dividends,
                Distributions and Redemptions

            	
              51

            
	
              Section
                9.06      
                Sales
                and Leasebacks

            	
              51

            
	
              Section
                9.07      
                Nature
                of Business

            	
              51

            
	
              Section
                9.08      
                Limitation
                on Leases

            	
              51

            
	
              Section
                9.09      
                Mergers,
                Etc.

            	
              51

            
	
              Section
                9.10      
                Proceeds
                of Notes and Letters of Credit

            	
              52

            
	
              Section
                9.11      
                ERISA
                Compliance

            	
              52

            
	
              Section
                9.12      
                Sale
                or Discount of Receivables

            	
              53

            
	
              Section
                9.13      
                Current
                Ratio

            	
              53

            
	
              Section
                9.14      
                Funded
                Debt to EBITDA

            	
              53

            
	
              Section
                9.15      
                Consolidated
                Interest Coverage Ratio

            	
              53

            
	
              Section
                9.16      
                Sale
                of Oil and Gas Properties

            	
              53

            
	
              Section
                9.17      
                Environmental
                Matters

            	
              53

            
	
              Section
                9.18      
                Transactions
                with Affiliates

            	
              54

            
	
              Section
                9.19      
                Subsidiaries

            	
              54

            
	
              Section
                9.20      
                Negative
                Pledge Agreements

            	
              54

            
	
              Section
                9.21      
                Gas
                Imbalances, Take-or-Pay or Other Prepayments

            	
              54

            
	
              Section
                9.22      
                Accounting
                Changes

            	
              54

            
	 	 
	
              ARTICLE
                X Events of Default; Remedies

            	
              54

            
	 	 
	
              Section
                10.01     Events of Default

            	
              54

            
	
              Section
                10.02     Remedies

            	
              56

            
	
              Section
                10.03     Present Assignment of
                Interests

            	
              56

            
	 	 
	
              ARTICLE
                XI The Administrative Agent

            	
              57

            
	 	 
	
              Section
                11.01     Appointment, Powers and
                Immunities

            	
              57

            
	
              Section
                11.02     Reliance by Administrative
                Agent

            	
              58

            
	
              Section
                11.03     Defaults

            	
              58

            
	
              Section
                11.04     Rights as a Lender

            	
              58

            
	
              Section
                11.05     Indemnification

            	
              58

            
	
              Section
                11.06     Non-Reliance on Administrative Agent and
                other Lenders

            	
              59

            
	
              Section
                11.07     Action by Administrative
                Agent

            	
              59

            
	
              Section
                11.08     Resignation or Removal of Administrative
                Agent

            	
              59

            
	 	 
	
              ARTICLE
                XII Miscellaneous

            	
              60

            
	 	 
	
              Section
                12.01     Waiver

            	
              60

            
	
              Section
                12.02     Notices

            	
              60

            
	
              Section
                12.03     Payment of Expenses, Indemnities,
                etc.

            	
              60

            
	
              Section
                12.04     Amendments, Etc.

            	
              62

            
	
              Section
                12.05     Successors and Assigns

            	
              62

            
	
              Section
                12.06     Assignments and
                Participations

            	
              63

            
	
              Section
                12.07     Invalidity

            	
              64

            
	
              Section
                12.08     Counterparts

            	
              64

            
	
              Section
                12.09     References, Use of Word
                “Including”

            	
              64

            
	
              Section
                12.10     Survival

            	
              64

            
	
              Section
                12.11     Captions

            	
              64

            


    

     

    

     

    iii







     

    TABLE
      OF CONTENTS 

    


    
      	 	
              Page

            
	
              Section
                12.12     NO ORAL AGREEMENTS

            	
              64

            
	
              Section
                12.13     GOVERNING LAW, SUBMISSION TO
                JURISDICTION

            	
              64

            
	
              Section
                12.14     Interest

            	
              66

            
	
              Section
                12.15     Confidentiality

            	
              66

            
	
              Section
                12.16     USA Patriot Act Notice

            	
              67

            
	 	 
	
              EXHIBITS

            	 
	 	 
	
              Exhibit
                A           Form
                of 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 Agreement

            	 
	
              Exhibit
                F                    Form
                of Letter in Lieu

            	 
	
              Exhibit
                G                    Form
                of Guaranty

            	 
	
              Exhibit
                H                   
                Form
                of Security Agreement

            	 
	
              Exhibit
                I                    
                Form
                of Hedging Compliance Report

            	 
	 	 
	
              SCHEDULES

            	 
	 	 
	
              Schedule
                7.03                  
                Litigation

            	 
	
              Schedule
                7.10                  
                Ownership
                Report

            	 
	
              Schedule
                7.14                  
                Partnership
                Interests

            	 
	
              Schedule
                7.15                  
                Subsidiary
                Interests

            	 
	
              Schedule
                7.20                  
                Insurance

            	 
	
              Schedule
                7.21                  
                Hedging
                Agreements

            	 
	
              Schedule
                7.23                  
                Material
                Agreements

            	 
	
              Schedule
                7.24                  
                Gas
                Imbalance Status for Obligors and Subsidiaries

            	 
	
              Schedule
                9.01                  
                Debt

            	 


    

     




     

    iv







     

    REVOLVING
      CREDIT AGREEMENT

     

    THIS
      REVOLVING CREDIT AGREEMENT dated as of December 18, 2006, among ATLAS ENERGY
      OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”);
      AER
      PIPELINE CONSTRUCTION, INC., a Delaware corporation (“AER
      Construction”);
      AIC,
      LLC, a Delaware limited liability company (“AIC”);
      ATLAS
      AMERICA, LLC, a Pennsylvania limited liability company (“Atlas
      PA”);
      ATLAS
      ENERGY RESOURCES, LLC, a Delaware limited liability company (“AER”);
      ATLAS
      ENERGY OHIO, LLC, an Ohio limited liability company (“Atlas
      Ohio”);
      ATLAS
      NOBLE, LLC, a Delaware limited liability company (“Atlas
      Noble”);
      ATLAS
      RESOURCES, LLC, a Pennsylvania limited liability company (“Atlas
      Resources”);
      REI-NY, LLC, a Delaware limited liability company (“REI”);
      RESOURCE ENERGY, LLC, a Delaware limited liability company (“Resource
      Energy”);
      RESOURCE WELL SERVICES, LLC, a Delaware limited liability company (“RWS”);
      and
      VIKING RESOURCES LLC, a Pennsylvania limited liability company (“Viking”)
      (AER
      Construction, AIC, Atlas PA, AER, Atlas Ohio, Atlas Noble, Atlas Resources,
      REI,
      Resource Energy, RWS, and Viking collectively, the “Guarantors”;
      the
      Borrower and the Guarantors collectively, the “Obligors”);
      each
      of the lenders that is a signatory hereto 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”),
      BANK
      OF AMERICA, N.A., AND COMPASS BANK, as co-syndication agents, BANK OF OKLAHOMA,
      N.A., U.S. BANK, NATIONAL ASSOCIATION, and BNP PARIBAS, as co-documentation
      agents, and WACHOVIA BANK, NATIONAL ASSOCIATION, as issuing bank (in such
      capacity, together with its successors in such capacity, the “Issuing
      Bank”).
       

     

    The
      Borrower has requested that the Lenders provide a revolving credit facility,
      and
      the Lenders are willing to do so on the terms and conditions set forth herein.
       

     

    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 as follows:  

     

    ARTICLE
      I

    Definitions
      and Accounting Matters

     

    Section
      1.01 Terms
      Defined Above.
      As used
      in this Agreement, the terms “Administrative Agent,” “AER,” “AER Construction,”
“AIC,” “Atlas Noble,” “Atlas Ohio,” “Atlas PA,” “Atlas Resources,” “Borrower,”
“Guarantors,” “Issuing Bank,” “Lender,” “Lenders,” “Obligors,” “REI,” “Resource
      Energy,” “RWS,” and “Viking” 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):
       

     

    AAI
      means
      Atlas America, Inc., a Delaware corporation  

     

    AAI
      Credit Agreement
      means
      the Amended and Restated Credit Agreement dated as of April 27, 2006, among
      AAI,
      as borrower, the lenders party thereto, and Wachovia Bank, National Association,
      as administrative agent, as amended prior to the date hereof.  

     

    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.  

     

    AEM
      shall
      mean Atlas Energy Management, Inc., a Delaware corporation. 

     

     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 Credit Agreement, as the same may from time to time be further amended
      or supplemented.  

     

    Aggregate
      Maximum Revolving Credit Amounts
      at any
      time shall equal the sum of the Maximum Revolving Credit Amounts of the Lenders
      (initially, $250,000,000), as the same may be reduced pursuant to Section
      2.03(d).
      

     

     Aggregate
      Revolving Credit Commitments
      at any
      time shall equal the amount calculated in accordance with Section
      2.03.
       

     

    Aggregate
      Revolving Credit Commitments Utilization shall
      mean at any time, an amount equal to the quotient of (i) the aggregate principal
      amount of Loans outstanding plus LC Exposure, divided by (ii) the Aggregate
      Revolving Credit Commitments.  

     

    Applicable
      Commitment Fee Rate shall
      mean the per annum percentage set forth at the appropriate intersection in
      the
      table shown below, based on the Aggregate Revolving Credit Commitments
      Utilization as in effect from time to time:  

    


    
      	
              Aggregate
                Revolving Credit Commitments Utilization

            	 	
              
                

            Applicable

            Commitment

          Fee Rate

            	 
	
              Less
                than or equal to 25%

            	 	 	
              0.25

            	
              %

            
	
              Greater
                than 25%

            	 	 	
              0.375

            	
              %

            


    

    


    Each
      change in the Applicable Commitment Fee Rate resulting from a change in the
      Aggregate Revolving Credit Commitments Utilization shall take effect on the
      day
      such change in the Aggregate Revolving Credit Commitments Utilization occurs.
       

     

     

    2







     

    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 the applicable per annum percentage set forth at the appropriate
      intersection in the table shown below, based on the Borrowing Base Utilization
      as in effect from time to time:  

    


    
      	 	 	
              Applicable
                Margin

            	 
	
              Borrowing
                Base Utilization

            	 	
              LIBOR
                Loans

            	 	
              Base
                Rate Loans

            	 
	
              Less
                than or equal to 25%

            	 	 	
              1.00

            	
              %

            	 	
              0.00

            	
              %

            
	
              Greater
                than 25%,

            	 	 	 	 	 	 	 
	
              but
                less than or equal to 50%

            	 	 	
              1.25

            	
              %

            	 	
              0.25

            	
              %

            
	
              Greater
                than 50%,

            	 	 	 	 	 	 	 
	
              but
                less than or equal to 75%

            	 	 	
              1.50

            	
              %

            	 	
              0.50

            	
              %

            
	
              Greater
                than 75%

            	 	 	
              1.75

            	
              %

            	 	
              0.75

            	
              %

            


    

    


    Each
      change in the Applicable Margin resulting from a change in the Borrowing Base
      Utilization shall take effect on the day such change in the Borrowing Base
      Utilization occurs.  

     

    Assignment
      shall
      have the meaning assigned such term in Section
      12.06(b).
       

     

    Atlas
      America E&P Operations shall
      have the meaning assigned such term in the Registration Statement.  

     

    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.  

     

    Borrowing
      Base
      shall
      mean at any time an amount equal to the amount determined in accordance with
      Section
      2.08.
       

     

    Borrowing
      Base Deficiency
      shall
      mean, and occur at any time when, the amount by which the aggregate outstanding
      principal amount of the Loans plus the LC Exposure exceeds the Borrowing Base,
      whether as the result of a redetermination, a scheduled reduction, or otherwise.
       

     

    Borrowing
      Base Period
      shall
      mean (i) the period from the Closing Date until March 14, 2007, and (ii) each
      six-month period commencing March 15 and September 15 thereafter.  

     

    Borrowing
      Base Utilization
      shall
      mean at any time, an amount equal to the quotient of (i) the aggregate principal
      amount of Loans outstanding plus LC Exposure, divided by (ii) the Borrowing
      Base.  

     

    3







    Business
      Day
      shall
      mean any day other than a day on which commercial banks are authorized or
      required to close in Texas or North Carolina 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
      of Control
      means
      the occurrence of any of the following events: (a) after the Closing Date,
      any
      Person or two or more Persons acting as a group shall acquire beneficial
      ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
      Commission under the Exchange Act, and including holding proxies to vote for
      the
      election of directors other than proxies held by AER’s management or their
      designees to be voted in favor of persons nominated by AER’s Board of Directors)
      of 35% or more of the outstanding voting units of AER, measured by voting power
      (including both common units and any preferred units entitling the holders
      thereof to vote with the holders of common units in elections for directors
      of
      AER), (b) the Borrower shall fail beneficially to own, directly or indirectly,
      85% of the outstanding shares of voting capital stock of any Wholly Owned
      Subsidiary now or hereafter existing that is a Guarantor, (c) AER shall fail
      beneficially to own, directly or indirectly, 100% of the membership interests
      of
      Borrower, or (d) AAI and/or one or more of its directly or indirectly
      wholly-owned subsidiaries ceases to own at least 51% of the equity of AEM.
       

     

    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 for any Lender, its Revolving Credit Commitment. 

     

     Consolidated
      Interest Coverage Ratio
      shall
      mean the ratio of (i) EBITDA for such Person and its Consolidated Subsidiaries
      on a consolidated basis for the fiscal quarter ending on such date to (ii)
      cash
      interest payments made for such Person and its Consolidated Subsidiaries on
      a
      consolidated basis for such fiscal quarter.  

     

    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; (iv) any gains or losses attributable to
      discontinued operations,
      in an aggregate amount not to exceed $5,000,000 or to Property sales not in
      the
      ordinary course of business, and (v) the cumulative effect of a change in
      accounting principles and any gains or losses attributable to writeups or write
      downs of assets.  

     

    4







     

    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, except with respect to the financial statements delivered from time
      to
      time by Borrower pursuant to Sections
      8.01 (a)
      and
(b).
       

     

    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, 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 deliver goods or services including 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; (xiii) the undischarged balance of any production payment created
      by such Person or for the creation of which such Person directly or indirectly
      received payment; and (xiv) 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.  

     

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

     

    EBITDA
      shall
      mean, for any period, the sum of Consolidated Net Income for such period plus
      the following expenses or charges to the extent deducted from Consolidated
      Net
      Income in such period: interest, income taxes, depreciation, depletion and
      amortization.  

     

    Engineering
      Reports
      shall
      have the meaning assigned such term in Section
      2.08.
       

     

    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.  

     

     

    5







     

    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 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) operators’ Liens in favor of Persons
      other than Obligors, Subsidiaries and their Affiliates, 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 exploration, development, operation and maintenance
      of Oil and Gas 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) any Liens
      reserved in leases by lessors or farmout agreements by farmors for royalties
      and
      for compliance with the terms of the farmout agreements or leases in the case
      of
      leasehold estates, to the extent that any such Lien referred to in this clause
      does not materially impair the use of the Property covered by such Lien for
      the
      purposes for which such Property is held by any Obligor or any Subsidiary or
      materially impair the value of such Property subject thereto; (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
      transportation 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) 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
      (vii) Liens permitted by the Security Instruments.  

     

     

    6







     

    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
      Letter
      shall
      mean that certain letter agreement from Wachovia Bank, National Association
      and
      Wachovia Capital Markets, LLC to the Borrower dated October 26, 2006, 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: (i) from the Closing Date until financial statements and reports have
      been
      delivered pursuant to
      Section 8.1(a) or
      Section
      8.1(b),
      as
      applicable, the audited balance sheet of AER at July 14, 2006, and the unaudited
      consolidated statements of income, stockholders’ equity and cash flow of Atlas
      America E&P Operations for the nine months ended September 30, 2006; or (ii)
      thereafter, the most-recently available financial statements and reports
      described in Section
      8.1(a) and
      Section
      8.1(b).
       

     

    Funded
      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) obligations to pay for goods
      or
      services whether or not such goods or services are actually received or utilized
      by such Person; (vi) any capital stock of such Person in which such Person
      has a
      mandatory obligation to redeem such stock; (vii) the undischarged balance of
      any
      production payment created by such Person or for the creation of which such
      Person directly or indirectly received payment; and (viii) all obligations
      of
      such Person under Hedging Agreements.  

     

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

     

    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,
      their Subsidiaries or any of their Property or the Administrative Agent, any
      Lender or any Applicable Lending Office.  

     

    7







     

    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 of the parties named as “Guarantors”
in
      the
      opening paragraph of this Agreement and each of the parties that from time
      to
      time become a party to a Guaranty Agreement pursuant to the terms of this
      Agreement.  

     

    Guaranty
      Agreement
      shall
      mean, collectively, (i) an agreement executed by a Guarantor substantially
      in
      the form of Exhibit
      G (or
      such
      other agreement in form and substance satisfactory to the Administrative Agent)
      guarantying, unconditionally, payment of the Indebtedness, together with (ii)
      any 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 §303.001, as it may 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 §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.  

     

    Hydrocarbon
      Interests
      shall
      mean all rights, titles, interests and estates now or hereafter acquired in
      and
      to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous
      hydrocarbon leases, mineral fee interests, overriding royalty and royalty
      interests, net profit interests and production payment interests, including
      any
      reserved or residual interests of whatever nature.  

     

    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 Obligor
      to
      the Administrative Agent, the Issuing Bank and/or the Lenders or any Affiliates
      of Lenders in connection with the Loan Documents, any Letter of Credit
      Agreements, any Hedging Agreements now or hereafter arising between the Borrower
      or any 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.  

     

    Indemnified
      Parties
      shall
      have the meaning assigned such term in Section
      12.03(a)(ii).
       

     

    Indemnity
      Matters
      shall
      mean any and all actions, suits, proceedings (including any investigations,
      litigation or inquiries), claims, demands and causes of action made or
      threatened against a Person and, in connection therewith, all losses,
      liabilities, damages
      (including, without limitation, consequential damages) or reasonable costs
      and
      expenses of any kind or nature whatsoever incurred by such Person whether caused
      by the sole or concurrent negligence of such Person seeking indemnification.
       

     

     

    8







     

    Initial
      Borrowing Base
      shall
      have the meaning assigned such term in Section
      2.08(a).
       

     

    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.
       

     

    Initial
      Public Offering
      shall
      mean the initial offering or issuance of equity interests by AER pursuant to
      the
      Registration Statement.  

     

    Initial
      Reserve Report
      shall
      mean collectively the reports prepared by Borrower, copies of which have been
      delivered to the Administrative Agent, dated as of September 30, 2006, based
      on
      the reports dated as of March 31, 2006, prepared by Wright & Company, Inc.
      in connection with the AAI Credit Agreement.  

     

    Intercompany
      Debt
      shall
      mean Funded Debt that is owed by an 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 may end after the Revolving Credit Termination Date; (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 Lender agreed to between the Borrower and the
      Administrative Agent to issue Letters of Credit.  

     

    LC
      Commitment
      at any
      time shall mean $50,000,000.  

     

    LC
      Exposure
      at any
      time shall mean the difference between (i) the aggregate face amount of all
      undrawn and uncancelled 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.
 

     

     

    9







     

    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.  

     

    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 (i) 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 or (ii) production payments and the like payable out of Oil
      and Gas Properties. 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 or any Subsidiary 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.  

     

    Loan
      Documents
      shall
      mean this Agreement, the Notes, all Letters of Credit, all Letter of Credit
      Agreements, the Fee Letter, the Security Instruments, and the Guaranty
      Agreements.  

     

    Loans
      shall
      mean the loans as provided for by Section
      2.01(a)
      or any
      Continuations or Conversions thereof.  

     

    Majority
      Lenders
      shall
      mean, at any time while no Loans are outstanding, Lenders having at least
      sixty-six and two-thirds percent (66 2/3%) of the Aggregate Revolving Credit
      Commitments and, at any time while Loans are outstanding, Lenders holding at
      least sixty-six and two-thirds percent (66 2/3%) of the outstanding aggregate
      principal amount of the Loans (without regard to any sale by a Lender of a
      participation in any Loan under Section
      12.06(c)).  

     

    Management
      Agreement
      shall
      mean the Management Agreement dated of even date herewith between AER and AEM.
       

     

    Material
      Adverse Effect
      shall
      mean any material and adverse effect on (i) the assets, liabilities, financial
      condition, business, operations or affairs of the Borrower and the Guarantors
      taken as a whole, or (ii) the ability of the Borrower 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.  

     

     

    10







     

    Material
      Agreements
      shall
      have the meaning assigned to such term in Section
      7.23.
       

     

    Maximum
      Revolving Credit Amount
      shall
      mean, as to each Lender, the dollar amount of such Lender’s Percentage Share of
      the Aggregate Maximum Revolving Credit Amount (as the same may be reduced
      pursuant to Section
      2.03(d)
      pro rata
      to each Lender based on its Percentage Share), as modified from time to time
      to
      reflect any assignments permitted by Section
      12.06(b).
       

     

    Mortgage
      shall
      mean any one of the mortgages listed on Exhibit
      D
      hereto,
      and Mortgages
      means
      all of them.  

     

    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.  

     

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

     

    Notes
      shall
      mean the Notes provided for by Section
      2.06,
      together with any and all renewals, extensions for any period, increases,
      rearrangements, substitutions or modifications thereof.  

     

    Oil
      and Gas Properties
      shall
      mean Hydrocarbon Interests; the Properties now or hereafter pooled or unitized
      with Hydrocarbon Interests; all presently existing or future unitization,
      pooling agreements and declarations of pooled units and the units created
      thereby (including without limitation all units created under orders,
      regulations and rules of any Governmental Authority) which may affect all or
      any
      portion of the Hydrocarbon Interests; all operating agreements, contracts and
      other agreements which relate to any of the Hydrocarbon Interests or the
      production, sale, purchase, exchange or processing of Hydrocarbons from or
      attributable to such Hydrocarbon Interests; all Hydrocarbons in and under and
      which may be produced and saved or attributable to the Hydrocarbon Interests,
      including all oil in tanks, the lands covered thereby and all rents, issues,
      profits, proceeds, products, revenues and other incomes from or attributable
      to
      the Hydrocarbon Interests; all tenements, hereditaments, appurtenances and
      Properties in any manner appertaining, belonging, affixed or incidental to
      the
      Hydrocarbon Interests; and all Properties, rights, titles, interests and estates
      described or referred to above, including any and all Property, real or
      personal, now owned or hereinafter acquired and situated upon, used, held for
      use or useful in connection with the operating, working or development of any
      of
      such Hydrocarbon Interests or Property (excluding drilling rigs, automotive
      equipment or other personal property which may be on such premises for the
      purpose of drilling a well or for other similar temporary uses) and including
      any and all oil wells, gas wells, injection wells or other wells, buildings,
      structures, fuel separators, liquid extraction plants, plant compressors, pumps,
      pumping units, field gathering systems, tanks and tank batteries, fixtures,
      valves, fittings, machinery and parts, engines, boilers, meters, apparatus,
      equipment, appliances, tools, implements, cables, wires, towers, casing, tubing
      and rods, surface leases, rights-of-way, easements and servitudes together
      with
      all additions, substitutions, replacements, accessions and attachments to any
      and all of the foregoing.  

     

    Oil
      and Gas Properties Collateral Value shall
      mean the collateral value of the Oil and Gas Properties as determined by the
      Lenders in accordance with the procedures set forth under
      Section 2.08.  

     

    Other
      Taxes
      shall
      have the meaning assigned such term in Section
      4.06(b).
       

     

     

    11







     

    Ownership
      Report
      shall
      mean a report prepared by the Borrower on a well by well basis reflecting the
      working and net revenue interests for each Obligor, and the gross working
      interest and gross revenue interests for each Partnership and such other
      information reasonably requested by Lender in form attached hereto as
Schedule
      7.10.
       

     

    Partnerships
      shall
      mean such partnerships listed on Schedule
      7.14
      and such
      other partnerships which are principally engaged in the acquisition and
      development of Oil and Gas Properties as may be wholly or partially owned
      directly or indirectly by any Obligor from time to time hereafter.  

     

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

     

    Percentage
      Share
      shall
      mean the percentage of the Aggregate Revolving Credit Commitment to be provided
      by a Lender under this Agreement, as modified from time to time to reflect
      any
      assignments permitted by Section
      12.06(b).
       

     

    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.
       

     

    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.  

     

    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 two percent (2%) per annum above the Base Rate as in effect from time to
      time
      plus the Applicable Margin (if any), 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
      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.  

     

    Quarterly
      Dates
      shall
      mean the first day of each January, April, July, and October in each year,
      the
      first of which shall be April 1, 2007; provided,
      however,
      that if
      any such day is not a Business Day, such Quarterly Date shall be the next
      succeeding Business Day.  

     

    RAI
      shall
      mean Resource America, Inc., a Delaware corporation.  

     

    12







     

    Redetermination
      Date
      shall
      mean the date that the redetermined Borrowing Base becomes effective subject
      to
      the notice requirements specified in Section
      2.08(b)
      both for
      scheduled redeterminations and unscheduled redeterminations.  

     

    Registration
      Statement
      means
      the Form S-1 Registration Statement filed by AER with the SEC as Registration
      No. 333-136094, as amended.  

     

    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.  

     

    Required
      Payment
      shall
      have the meaning assigned such term in Section
      4.04.
       

     

    Reserve
      Report
      shall
      mean a report, in form and substance satisfactory to the Administrative Agent,
      setting forth, as of each July 1 or January 1, immediately prior to the
      commencement of each Borrowing Base Period, as applicable (or such other date
      in
      the event of an unscheduled redetermination); (i) the oil and gas reserves
      attributable to all of the Obligors’ Oil and Gas Properties whether owned
      directly or indirectly by such Person and expressly including such reserves
      attributable to each Obligor’s net ownership in the Partnerships’ Oil and Gas
      Properties 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.
 

     

    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 Borrower.  

     

    Revolving
      Credit Commitment
      shall
      mean, for any Lender, its obligation to make Loans and participate in the
      issuance of Letters of Credit as provided in Section
      2.01(b)
      up to
      the lesser of (i) such Lender’s Maximum Revolving Credit Amount and (ii) such
      Lender’s Percentage Share of the then effective Borrowing Base.  

     

    Revolving
      Credit Termination Date
      shall
      mean the earliest to occur of (i) the fifth anniversary date of the Closing
      Date, (ii) the date that the Commitments are terminated pursuant to Section
      10.02,
      and
      (iii) the date that the Commitments are fully terminated pursuant to
Section
      2.03(d).
       

     

     

    13







     

    Scheduled
      Redetermination Date
      shall
      have the meaning assigned such term in Section
      2.08(b).
       

     

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

     

    Security
      Agreement
      shall
      mean, collectively, (i) an agreement executed by an Obligor substantially in
      the
      form of Exhibit
      H
      (or such
      other agreement in form and substance satisfactory to the Administrative Agent)
      pursuant to which such Obligor pledges and assigns the collateral named therein
      as security for repayment of the Indebtedness, together with (ii) any amendment,
      modification, supplement, restatement, ratification, or reaffirmation of any
      Security Agreement made in accordance with the Loan Documents.  

     

    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 Guarantees, the Hedge
      Agreements, this Agreement, or reimbursement obligations under the Letters
      of
      Credit, as such agreements may be amended, supplemented or restated from time
      to
      time.  

     

    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).  

     

    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).
       

     

    Transfer
      shall
      mean any sale, assignment, farm-out, conveyance or other transfer of any Oil
      and
      Gas Property, or any interest in any Oil and Gas Property (including, without
      limitation, any working interest, overriding royalty interest, production
      payments, net profits interest, royalty interest, or mineral fee interest)
      or in
      any Partnership, except for (i) the sale of Hydrocarbons 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 Majority Lenders. As of the Closing Date, the
      Unrestricted Entities are each of the Subsidiaries marked with an asterisk
      on
Schedule
      7.15
      hereto.
 

    14








     

    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 or one of
      Borrower’s Wholly Owned Subsidiaries.  

     

    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.
      Each
      Lender severally agrees, on the terms and conditions of this Agreement, to
      make
      loans to the Borrower during the period from and including (i) the Closing
      Date
      or (ii) such later date that such Lender becomes a party to this Agreement
      as
      provided in Section
      12.06(b),
      to and
      up to, but excluding, the Revolving Credit Termination Date in an aggregate
      principal amount at any one time outstanding up to, but not exceeding, the
      amount of such Lender’s Revolving Credit Commitment as then in effect;
provided,
      however,
      that
      the aggregate principal amount of all such Loans by all Lenders hereunder at
      any
      one time outstanding together with the LC Exposure shall not exceed the lesser
      of (i) the Borrowing Base and (ii) the Aggregate Maximum Revolving Credit
      Amounts. Subject to the terms of this Agreement, during the period from the
      Closing Date to and up to, but excluding, the Revolving Credit Termination
      Date,
      the Borrower may borrow, repay and reborrow the amount described in this
Section
      2.01(a).
      

     

     (b)
      Letters
      of Credit.
      During
      the period from and including the Closing Date to, but excluding, five (5)
      Business Days prior to the Revolving Credit Termination Date, the Issuing Bank,
      as issuing bank for the 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,
      the LC
      Exposure at any one time outstanding shall not exceed the lesser of (i) the
      LC
      Commitment or (ii) the Aggregate Revolving Credit Commitments, as then in
      effect, minus the aggregate principal amount of all Loans then outstanding.
      The
      Lenders shall participate in such Letters of Credit according to their
      respective Percentage Shares. 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 Revolving
      Credit Termination Date.  

     

    (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 Majority Lenders, no more than eight 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 to be borrowed, and (iv)
      (in
      the case of LIBOR Loans) the duration of the Interest Period therefor.
 

    15








     

    (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 $500,000 or any whole multiple of $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 $500,000 or integral multiples
      of $250,000 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 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 $500,000 or any whole
      multiple of $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 $500,000 or any whole multiple of
      $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.  

    16








     

    (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 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 Lenders hereby agree that the
      provisions of this Agreement shall govern.  

     

    The
      Issuing Bank will send to the Borrower and each 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 Commitments;
      Changes of Commitments.
       

     

    (a)
      Commitments.
      The
      initial amount of the Aggregate Revolving Credit Commitments shall be
      $155,000,000. The Aggregate Revolving Credit Commitments may be increased from
      time to time in accordance with subsection
      (b) of
      this
      section, or reduced from time to time in accordance with subsection
      (c)
      of this
      section.  

     

    (b)
      Increase
      in Revolving Credit Commitments.
       

     

    (i)
      Provided there exists no Default or Event of Default and subject to the
      conditions set forth under clause
      (v) below,
      upon notice to the Administrative Agent (which shall promptly notify the
      Lenders), Borrower may from time to time request an increase in the Revolving
      Credit Commitments; provided,
      that
      (A)
      the
      Aggregate Revolving Credit Commitments shall not at any time exceed the lesser
      of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments
      resulting from reductions thereof pursuant to Section
      2.03(d)
      and (2)
      the then effective Borrowing Base, and (B) such increase of the Revolving Credit
      Commitments shall be in a minimum amount of $5,000,000, or integral multiples
      of
      $1,000,000 in excess thereof. At the time of sending such notice, Borrower
      (in
      consultation with the Administrative Agent) shall specify the time period within
      which each Lender is requested to respond (which shall in no event be less
      than
      ten (10) Business Days from the date of delivery of such notice to the Lenders).
       

     

    (ii)
      Each
      Lender shall notify the Administrative Agent within such time period whether
      or
      not it agrees to increase its Revolving Credit Commitment and, if so, whether
      by
      an amount equal to, greater than, or less than its Percentage Share of such
      requested increase. Any Lender not responding within such time period shall
      be
      deemed to have declined to increase its Revolving Credit Commitment.


    17








     

    (iii)
      The
      Administrative Agent shall notify Borrower of the Lenders’ responses to the
      request made hereunder. To achieve the full amount of a requested increase
      and
      subject to the approval of the Administrative Agent and the Issuing Bank (which
      approvals shall not be unreasonably withheld), Borrower may also invite
      additional Persons to become Lenders pursuant to a joinder agreement in form
      and
      substance satisfactory to the Administrative Agent and its counsel.  

     

    (iv)
      If
      the Aggregate Revolving Credit Commitments are increased in accordance with
      this
      Section, the Administrative Agent and Borrower shall determine the effective
      date (such date, the “Increase
      Effective Date”)
      and
      the final allocation of such increase. The Administrative Agent shall promptly
      (i) notify Borrower of the final allocation of such increase in the Revolving
      Credit Commitment and the Increase Effective Date, and (ii) notify each Lender
      of its Revolving Credit Commitment as of the Increase Effective Date.
 

     

    (v)
      As a
      condition precedent to such increase, Borrower shall deliver to the
      Administrative Agent a certificate of each Obligor dated as of the Increase
      Effective Date signed by a Responsible Officer of such Obligor (i) certifying
      and attaching the resolutions adopted by such Obligor approving or consenting
      to
      such increase, and (ii) in the case of Borrower, certifying that, before and
      after giving effect to such increase, (A) the representations and warranties
      contained in Article
      VII
      and the
      other Loan Documents are true and correct on and as of the Increase Effective
      Date, except to the extent that such representations and warranties specifically
      refer to an earlier date, in which case they are true and correct as of such
      earlier date, and except that for purposes of this Section
      2.03(b),
      the
      representations and warranties contained in Section
      7.02
      shall be
      deemed to refer to the most recent statements furnished pursuant to clauses
      (a)
      and
(b),
      respectively, of Section
      8.01,
      (B) no
      Default or Event of Default exists, and (C) no Material Adverse Effect shall
      have occurred. To the extent necessary to keep the outstanding Loans ratable
      with any revised Percentage Shares of the Lenders arising from any nonratable
      increase in the Revolving Credit Commitment under this Section, Borrower shall
      prepay Loans outstanding on the Increase Effective Date and/or Lenders shall
      make assignments pursuant to arrangements satisfactory to the Administrative
      Agent (provided,
      that
      in each
      case, Borrower shall pay any additional amounts required pursuant to
Section
      5.05).
      

     

     (vi)
      This
      Section shall supersede any provisions in Sections
      4.05
      or
12.04
      to the
      contrary.  

     

    (c)
      Reduction
      in Aggregate Revolving Credit Commitments.
      The
      Borrower shall have the right to reduce the amount of the Aggregate Revolving
      Credit Commitments at any time, or from time to time, upon not less than three
      (3) Business Days’ prior notice to the Administrative Agent (who shall promptly
      notify the Lenders) of each such reduction, which notice shall specify the
      effective date thereof and the amount of any such reduction (which shall not
      be
      less than $10,000,000 or any whole multiple of $10,000,000 in excess thereof;
      and no more than an amount by which the Aggregate Revolving Credit Commitments
      would be less than the aggregate outstanding principal amount of the Loans
      plus
      the LC Exposure, after giving effect to any concurrent prepayment pursuant
      to
Section
      2.07)
      and
      shall be irrevocable and effective only upon receipt by the Administrative
      Agent. 

     

     (d)
      Reduction
      in Aggregate Maximum Revolving Credit Amounts.
      The
      Borrower shall have the right to terminate or to reduce the amount of the
      Aggregate Maximum Revolving Credit Amounts at any time, or from time to time,
      upon not less than three (3) Business 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 $10,000,000
      or any whole multiple of $10,000,000 in excess thereof; and no more than an
      amount by which the Aggregate Maximum Revolving Credit Amounts would be less
      than the Aggregate Revolving Credit Commitments) and shall be irrevocable and
      effective only upon receipt by the Administrative Agent. The Aggregate Maximum
      Revolving Credit Amounts once terminated or reduced may not be reinstated.
       

    18








     

    Section
      2.04 Fees.
       

     

    (a)
      Commitment
      Fee.
      The
      Borrower shall pay to the Administrative Agent for the account of each Lender
      a
      commitment fee on the daily average unused amount of the Aggregate Revolving
      Credit Commitments up to, but excluding, the earlier of the date the Aggregate
      Revolving Credit Commitments are terminated or the Revolving Credit Termination
      Date at the Applicable Commitment Fee Rate. Accrued commitment fees shall be
      payable quarterly in arrears on each Quarterly Date and on the earlier of the
      date the Aggregate Revolving Credit Commitments are terminated or the Revolving
      Credit Termination Date. Borrower and Lenders acknowledge and agree that the
      unused commitment fees payable hereunder are bona
      fide
      unused
      commitment fees and are intended as reasonable compensation to Lenders for
      committing to make funds available to Borrower as described herein and for
      no
      other purposes. 

     

    (b)
      Letter
      of Credit Fees.
       

     

    (i)
      The
      Borrower agrees to pay the Administrative Agent, for the account of each 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 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 $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.  

     

    (c)
      Fee
      Letter.
      The
      Borrower shall pay to Administrative Agent for its account such other fees
      as
      are set forth in the Fee Letter 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.  

    19








    Section
      2.06 Notes.
      The
      Loans made by each Lender shall be evidenced by a single promissory note of
      the
      Borrower in substantially the form of Exhibit
      A
      dated
      (i) the Closing Date or (ii) the effective date of an Assignment pursuant to
      Section
      12.06(b),
      payable
      to the order of such Lender in a principal amount equal to its Maximum Revolving
      Credit Amount as originally in effect and otherwise duly completed and such
      substitute Notes as required by Section
      12.06(b).
      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.  

     

    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 $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 pursuant to this Section
      2.07(a),
      Borrower shall be entitled to reborrow such amounts pursuant to Section
      2.01.
       

     

    (b)
      Mandatory
      Prepayments.
      If a
      Borrowing Base Deficiency results from the redetermination of the Borrowing
      Base
      pursuant to Section
      2.08(b) or
      (d),
      then
      the Borrower shall, within thirty (30) days notify Administrative Agent of
      Borrower’s election to, (i) prepay the Loans in two equal installments equal to
      one half of the aggregate principal amount sufficient to eliminate such
      Borrowing Base Deficiency, together with interest on the principal amount paid
      accrued to the date of each such prepayment due ninety (90) days and one hundred
      and eighty (180) days from the date of such redetermination, (ii) pledge, or
      cause any Subsidiary to pledge, additional unencumbered collateral of sufficient
      value and character (as determined by the Administrative Agent and the Lenders
      in their sole discretion) that when added to the existing collateral shall
      cause
      the Borrowing Base to equal or exceed the aggregate outstanding Loans plus
      the
      LC Exposure, or (iii) any combination of (i) and (ii) satisfactory to the
      Administrative Agent and all Lenders. If, because of LC Exposure, a Borrowing
      Base Deficiency remains after prepaying all of the Loans, the Borrower shall
      pay
      to the Administrative Agent on behalf of the Lenders an amount equal to such
      remaining Borrowing Base Deficiency to be held as cash collateral as provided
      in
Section
      2.10(b).
      

     

     (c)
      Generally.
      Prepayments permitted or required under this Section
      2.07
      shall be
      without premium or penalty, except as required under Section
      5.05
      for
      prepayment of LIBOR Loans. Any prepayments on the Loans may be reborrowed
      subject to the then effective Aggregate Revolving Credit Commitments.
 

     

    Section
      2.08 Borrowing
      Base.
       

     

    (a)
      The
      Borrowing Base shall be determined in accordance with Section
      2.08(b)
      by the
      Administrative Agent with the concurrence of the Lenders and is subject to
      redetermination in accordance with Section
      2.08(d).
      Upon
      any redetermination of the Borrowing
      Base, such redetermination shall remain in effect until the next Redetermination
      Date. So long as any of the Commitments are in effect or any LC Exposure or
      Loans are outstanding hereunder, this facility shall be governed by the then
      effective Borrowing Base. During the period from and after the Closing Date
      until the first redetermination or reduction pursuant to Section
      2.08,
      the
      amount of the Borrowing Base shall be $155,000,000 (the “Initial
      Borrowing Base”)
      which
      amount is comprised of the Oil and Gas Properties Collateral Value.  

    20








     

    (b)
      Upon
      receipt of the reports required by Section
      8.07
      and such
      other reports, data and supplemental information as may from time to time be
      reasonably requested by the Administrative Agent (the “Engineering
      Reports”),
      the
      Borrowing Base shall be redetermined for each Borrowing Base Period and each
      such redetermination shall be effective as of the date set forth in such notice
      of redetermination delivered by the Administrative Agent to Borrower (the
“Scheduled
      Redetermination Date”).
      The
      Oil and Gas Properties Collateral Value shall be determined based upon the
      loan
      collateral value assigned to the Mortgaged Properties. The Borrowing Base shall
      be equal to the sum of the Oil and Gas Properties Collateral Value and such
      other credit factors (including without limitation the assets, liabilities,
      cash
      flow, business, properties, prospects, management and ownership of the Borrower
      and its Subsidiaries) which the Lenders deem significant. The Lenders’
determination of the Borrowing Base shall be in their sole discretion and shall
      not be subject to review or challenge. Upon each redetermination of the
      Borrowing Base, the Administrative Agent shall recommend to the Lenders a new
      Borrowing Base and the Lenders in accordance with their customary policies
      and
      procedures for extending credit to oil and gas reserve-based customers shall
      establish the redetermined Borrowing Base by unanimous agreement in the event
      of
      any increase in the Borrowing Base and by agreement of at least the Majority
      Lenders in the event of any redetermination to maintain or reduce the Borrowing
      Base. If a redetermined Borrowing Base is not approved by the Administrative
      Agent and the applicable Lenders within twenty (20) days of the submission
      to
      the Lenders by the Administrative Agent of its recommended Borrowing Base,
      the
      Administrative Agent shall notify each Lender that the recommended Borrowing
      Base has not been approved and request that each Lender submit to the
      Administrative Agent within ten (10) days thereafter its proposed Borrowing
      Base. Promptly following the 10th
      day
      after such request, the Administrative Agent shall determine the Borrowing
      Base
      for such Redetermination by calculating the highest Borrowing Base then
      acceptable to the Administrative Agent and a number of Lenders sufficient to
      constitute Majority Lenders (or all Lenders in the case of an increase). If
      the
      Borrower does not furnish the Engineering Reports by the date required, the
      Lenders may nonetheless determine a new Borrowing Base. It is expressly
      understood that the Lenders shall have no obligation to determine the Borrowing
      Base at any particular amount, either in relation to the Maximum Revolving
      Credit Amount or otherwise.  

     

    (c)
      The
      Borrower shall have the right to reduce the amount of the Borrowing Base upon
      not less than thirty (30) days’ prior written notice to the Administrative Agent
      (who shall promptly notify the Lenders) of the reduction, which shall specify
      the effective date thereof and the amount of such reduction (which shall not
      be
      less than $1,000,000 or any whole multiple of $1,000,000 in excess thereof,
      no
      more than an amount which would cause a Borrowing Base Deficiency) and shall
      be
      irrevocable and effective only upon receipt by the Administrative Agent. The
      Borrowing Base once reduced at Borrower’s election may not be reinstated by
      Borrower, nor shall Lenders be obligated to determine the Borrowing Base at
      any
      subsequent Scheduled Redetermination Date or other Special Borrowing Base
      Determination at any particular amount, either in relation to the Borrowing
      Base
      prior or subsequent to any such optional reduction by Borrower.  

     

    (d)
      In
      addition to “Scheduled
      Redeterminations”
      pursuant to Section
      2.08(b),
      the
      Borrower and the Majority Lenders may each request one (1) additional
      redetermination of the Borrowing Base during each Borrowing Base Period. In
      the
      event the Borrower or Majority Lenders request a “Special
      Borrowing Base Determination”
      pursuant to this Section
      2.08(d),
      the
      Borrower shall deliver written notice of such request to the Administrative
      Agent which shall include: (i) Engineering Report(s) prepared as of a date
      not more
      than
      thirty (30) calendar days prior to the date of such request, and (ii) such
      other
      information as Administrative Agent and the Lenders shall request prepared
      as of
      a date not more than thirty (30) calendar days prior to the date of such
      request. Likewise, in the event the Lenders exercise their option for a Special
      Borrowing Base Determination, the Administrative Agent shall give the Borrower
      notice of the redetermined Borrowing Base which shall state the effective date
      of the redetermination.  

    21








     

    Section
      2.09 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 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 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 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 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
      2.10 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
      2.10
      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 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.  

    22








     

    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 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, a payment or prepayment
      pursuant to Section
      2.07(b) or
      the
      maturity of the Notes, whether by acceleration or otherwise, an amount equal
      to
      the LC Exposure (or the excess in the case of Section
      2.07(b))
      shall
      be deemed to be forthwith due and owing by the Borrower to the Issuing Bank,
      the
      Administrative Agent and the 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 Lenders
      or
      any other Person for any reason whatsoever. Such payments shall be held by
      the
      Issuing Bank on behalf of the 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
      Lender severally and unconditionally agrees that it shall promptly reimburse
      the
      Issuing Bank an amount equal to such 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
      2.10.
       

     

    (d)
      Notwithstanding anything to the contrary contained herein, if no Default exists
      and subject to availability under the Aggregate Revolving Credit Commitments
      (after reduction for LC Exposure), to the extent the Borrower has not reimbursed
      the Issuing Bank for any drawn upon Letter of Credit within one (1) Business
      Days 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 Lenders as a Loan
      hereunder
      and used
      by the 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 Loan would cause the aggregate
      amount of all Loans outstanding to exceed the Aggregate Revolving Credit
      Commitments (after reduction for LC Exposure), such Letter of Credit
      reimbursement obligation shall not be funded as a Loan, but instead shall accrue
      interest as provided in Section
      2.10(a).
       

    23








     

    Section
      2.11 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.  

     

    ARTICLE
      III  

    Payments
      of Principal and Interest  

     

    Section
      3.01 Repayment
      of Loans.

     

    (a)
      Loans.
      On the
      Revolving Credit Termination Date the Borrower shall repay the outstanding
      aggregate principal of the Notes.  

     

    (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 the first Quarterly Date, 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 Loans on the Revolving Credit Termination
      Date shall be paid on such date.  

     

    (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.  

    24








     

    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, each
      payment of fees under Sections
      2.04(a)
      and
2.04(b)(i)
      shall be
      made for account of the Lenders pro rata in accordance with their Percentage
      Share, and each termination or reduction of the amount of the Aggregate
      Revolving Credit Commitments or the Aggregate Maximum Revolving Credit Amounts
      under Section
      2.03
      shall be
      applied to the Commitment of each Lender, pro rata according to the amounts
      of
      its respective Commitment; (ii) each payment of principal of Loans by the
      Borrower shall be made for account of the Lenders pro rata in accordance with
      the respective unpaid principal amount of the Loans held by the Lenders; and
      (iii) each payment of interest on Loans by the Borrower shall be made for
      account of the Lenders pro rata in accordance with the amounts of interest
      due
      and payable to the respective Lenders; and (iv) 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 Lenders, pro rata for the account of
      the
      Lenders, in accordance with the amounts of reimbursement obligations due and
      payable to each respective Lender.  

     

    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.  

    25








     

    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 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.  

    26








     

    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 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 AND 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 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.  

    27








     

    (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 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 (A) 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 (B)
      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 W8BEN
      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, 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.
       

    28








     

    (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
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
      “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). 

    29








     

     (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 (A) any Lender, (B)
      the
      London interbank market or (C) 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 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: 

     

     (i)
      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


    30








     

    (ii)
      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: 

     

     (i)
      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 Loans pursuant to Section
      10.01)
      on a
      date other than the last day of the Interest Period for such Loan; or


     

     (ii)
      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).  

    31








     

    ARTICLE
      VI

     Conditions
      Precedent

     

    Section
      6.01 Initial
      Funding.
      The
      obligation of the Lenders to make the Initial Funding and of any Issuing Bank
      to
      issue any Letters of Credit hereunder is subject to the receipt by the
      Administrative Agent and the Lenders of all fees 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 Administrative Agent in form and substance:
       

     

    (a)
      A
      certificate of the Secretary or an Assistant Secretary of the Borrower setting
      forth (i) resolutions of its sole member with respect to the authorization
      of
      the Borrower to execute and deliver the Loan Documents to which it is a party
      and to enter into the transactions contemplated in those documents, (ii) the
      officers of the Borrower or its sole member (y) who are authorized to sign
      the
      Loan Documents to which Borrower is a party and (z) 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 the authorized officers,
      and
      (iv) the certificate of formation and operating agreement of the Borrower,
      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)
      A
      certificate of the Secretary or an Assistant Secretary of each Guarantor setting
      forth (i) resolutions with respect to the authorization of such Guarantor to
      execute and deliver the Loan Documents to which it is a party and to enter
      into
      the transactions contemplated in those documents, (ii) the officers (y) who
      are
      authorized to sign the Loan Documents to which such Guarantor is a party and
      (z)
      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 the
      authorized officers, and (iv) the certificate of formation and operating
      agreement (or equivalent constituent documents) of such Guarantor, certified
      as
      being true and complete. The Administrative Agent and the Lenders may
      conclusively rely on such certificates until they receive notice in writing
      from
      any Guarantor to the contrary.  

     

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

     

    (d)
      A
      compliance certificate which shall be substantially in the form of Exhibit
      C,
      duly
      and properly executed by a Responsible Officer and dated as of the date of
      the
      Initial Funding.  

     

    (e)
      The
      Notes, duly completed and executed.  

     

    (f)
      The
      Security Instruments, including those described on Exhibit
      D,
      duly
      completed and executed by the respective parties thereto in sufficient number
      of
      counterparts for recording, if necessary including delivery of all original
      stock certificates, blank stock powers, and Intercompany Notes duly endorsed
      as
      required under such Security Instruments.  

     

    (g)
      Review of Obligors’ financial condition satisfactory to Lenders.  

     

    (h)
      An
      opinion of Ledgewood, counsel to the Obligors and from other local counsel
      acceptable to the Administrative Agent with respect to enforceability of the
      Security Instruments under the laws of the states wherein the Oil and Gas
      Properties are located, each in form and substance satisfactory to the
      Administrative Agent, as to such matters incident to the transactions herein
      contemplated as the Administrative Agent may reasonably request.  

    32








    (i)
      A
      certificate of insurance coverage of the Borrower and each Guarantor evidencing
      that the Borrower and each Guarantor are carrying insurance in accordance with
      Section
      7.20 and Section 8.03(b).
      

     

     (j)
      Title
      information as the Administrative Agent may require setting forth the status
      of
      title acceptable to the Administrative Agent to at least 80% of the value of
      the
      Oil and Gas Properties of the Obligors, including the Obligors’ pro rata
      interest in the Partnerships’ Oil and Gas Properties included in the Initial
      Reserve Report.  

     

    (k)
      The
      Administrative Agent shall have been furnished with appropriate UCC search
      certificates and other evidence satisfactory to the Administrative Agent with
      respect to Obligors’ and the Partnerships’ Oil and Gas Properties reflecting no
      prior Liens other than Excepted Liens.  

     

    (l)
      Environmental assessments and other reports to the extent maintained by Obligors
      covering Obligors’ and the Partnerships’ Oil and Gas Properties reporting on the
      current environmental condition of such Properties satisfactory to Lenders.
       

     

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

     

    (n)
      The
      Guaranty Agreements duly completed and executed by the Guarantors.  

     

    (o)
      Consummation of the Initial Public Offering on or prior to January 31, 2007,
      on
      substantially the same terms as contained in the Registration Statement.
 

     

    (p)
      (A)
      The Borrower shall have received all governmental, shareholder and third party
      consents and approvals necessary to consummate the Initial Public Offering,
      which consents and approvals are in full force and effect, (B) no order, decree,
      judgment, ruling or injunction exists which restrains the consummation of the
      Initial Public Offering or the transactions contemplated by this Agreement,
      and
      (C) there is no pending, or to the knowledge of the Borrower, threatened,
      action, suit, investigation or proceeding which seeks to restrain or affect
      the
      Initial Public Offering, or which, if adversely determined, could materially
      and
      adversely affect the ability of AER to consummate the Initial Public Offering.
       

     

    (q)
      Evidence that the AAI Credit Agreement has been, or concurrently with the
      Closing Date is being, terminated and all Liens securing obligations under
      the
      AAI Credit Agreement have been, or concurrently with the Closing Date are being
      released.  

     

    (r)
      Such
      other assurances, certificates, documents, consents or opinions as the
      Administrative Agent or any Lender or special counsel to the Administrative
      Agent may reasonably request.  

     

    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  

    33








    (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 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 Lenders.
      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 corporation, or limited partnership or limited liability
      company 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 corporate, partnership, or limited liability company power,
      as
      applicable, 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.
      The
      Financial Statements are complete and correct and fairly present the
      consolidated financial condition of the AER and its Consolidated Subsidiaries
      as
      of the applicable dates and the results of its operations for the applicable
      period, all in accordance with GAAP, as applied on a consistent basis (subject,
      in the case of the interim financial statements, to normal year-end adjustments,
      and in the case of the historical financial statements of Atlas America E&P
      Operations, to the matters described in the Registration Statement under the
      heading, “Management’s Discussion and Analysis of Financial Condition and
      Results of Operations - Comparability of Financial Statements”). Neither the
      Borrower nor any Guarantor 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
      December 31, 2005, there has been no change or event having a Material Adverse
      Effect.  

    34








     

    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. Schedule
      7.03 attached
      hereto is a list of all litigation in which any Obligor is a party under which
      the amount in controversy including all expenses, fees and costs is greater
      than
      $250,000.

     

    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 or by-laws of the Obligors, or any Governmental Requirement,
      or any agreement or instrument to which any Obligor 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 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 has all necessary corporate, limited liability company, or partnership
      power and authority, as applicable, 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 corporate, limited liability
      company, or partnership action, as applicable, 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 repay on the Closing Date advances
      from AAI relating to the AAI Credit Agreement, (ii) for the development of
      the
      Obligors’ Oil and Gas Properties and the acquisition of Oil and Gas Properties
      and related assets by the Obligors, (iii) to fund Obligors’ capital
      contributions under the Partnerships, provided such capital contributions may
      not be used for the purpose of funding partnership distributions, (iv) as
      working capital, (v) for Letters of Credit to support the obligations of the
      Borrower and its Subsidiaries, and (vi) for general company purposes of the
      Borrower and its Subsidiaries. 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.
       

     

    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.  

    35








    (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.
      Each
      Obligor and its Subsidiaries has 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, 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.  

     

    (a)
      Each
      of the Obligors has good and marketable title to its Oil and Gas Properties,
      free and clear of all Liens, except Excepted Liens. After giving full effect
      to
      the Excepted Liens, each Obligor owns either directly in its own name, or
      indirectly through its percentage
      ownership interest in the Partnerships, the net interests in production
      attributable to its Hydrocarbon Interests reflected in the most recently
      delivered Ownership Report and the ownership of such Oil and Gas Properties
      shall not in any material respect obligate such Obligor to bear the costs and
      expenses relating to the maintenance, development and operations of each such
      Oil and Gas Property in an amount in excess of the working interest of each
      Oil
      and Gas Property set forth in the most recently delivered Reserve Report;
      provided that to the extent an Obligor is a general partner of a Partnership,
      such Obligor is liable for all of the costs and expenses attributable to such
      Partnership’s interest, but only entitled to such Obligor’s percentage interest
      in such Partnership’s net revenues. In the event an Obligor, as a general
      partner, pays more than its partnership share of such Partnership’s costs and
      expenses, such Obligor is entitled to reimbursement of such excess amount out
      of
      the future income of such Partnership. All information contained in the most
      recently delivered Ownership Report and Reserve Report is true and correct
      in
      all material respects as of the date thereof.  


36








     

    (b)
      All
      leases and agreements necessary for the conduct of the business of the Obligors
      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 or leases, which
      would
      affect in any material respect the conduct of the business of any Obligor.
       

     

    (c)
      The
      rights, Properties and other assets presently owned, leased or licensed by
      the
      Obligors 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.  

     

    (d)
      All
      of the assets and Properties of any 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.
      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 contained 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; provided
      that,
      with
      respect to financial projections concerning the Borrower and its Subsidiaries,
      the Borrower represents only that such information was prepared in good faith
      based on assumptions believed to be reasonable at the time. 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 nor any Subsidiary 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 [Intentionally Deleted]  

     

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

    37








     

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

     

    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.
      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 or instrument
      to
      which any Obligor is a party or by which any Obligor 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 (c),
      (d)
      and
(e)
      below,
      where the failure to take such actions would not have a Material Adverse
      Effect):

     

    (a)
      Neither any Property of Borrower or any Subsidiary 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 Borrower or any Subsidiary 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 Borrower and each Subsidiary, 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 Borrower
      and each Subsidiary are in compliance with the terms and conditions of all
      such
      notices, permits, licenses and similar authorizations;

     

    (d)
      All
      hazardous substances, solid waste, and oil and gas exploration and production
      wastes, if any, generated at any and all Property of Borrower or any Subsidiary
      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)
      Borrower has 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 Borrower or any Subsidiary
      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;

    38








     

    (f)
      To
      the extent applicable, all Property of Borrower and each Subsidiary currently
      satisfies all design, operation, and equipment requirements imposed by the
      OPA
      or scheduled as of the Closing Date to be imposed by OPA during the term of
      this
      Agreement, and Borrower does 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)
      Neither Borrower nor any Subsidiary 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 the Law.
      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 Oil and Gas Properties of the Obligors (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 the Hydrocarbon Interests and other contracts
      and
      agreements forming a part of such Oil and Gas Properties; specifically in this
      connection, (i) after the Closing Date, no Oil and Gas Property of any Obligor
      is subject to having allowable production reduced below the full and regular
      allowable (including the maximum permissible tolerance) because of any
      overproduction (whether or not the same was permissible at the time) prior
      to
      the Closing Date and (ii) none of the wells comprising a part of the Oil and
      Gas
      Properties of any Obligor (or properties unitized therewith) are deviated from
      the vertical more than the maximum permitted by applicable laws, regulations,
      rules and orders, and such wells are, in fact, bottomed under and are producing
      from, and the well bores are wholly within, such Oil and Gas Properties (or
      in
      the case of wells located on properties unitized therewith, such unitized
      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
      Board of Directors or officers 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. Borrower
      is
      the only Person authorized to enter into Hedging Agreements on behalf of the
      Obligors and the Partnerships, and no other Obligor or Partnership currently
      does (or will in the future) enter into any Hedging Agreement on its own behalf.
       

    39








     

    Section
      7.22 Restriction
      on Liens.
      Neither
      the Borrower nor any Guarantor 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 agreements, indentures, purchase agreements, obligations
      in
      respect of letters of credit, guarantees, partnership agreements, exploration
      and development agreements, joint venture agreements, and other instruments
      which are material to each Obligor’s business, activities, and operation or
      ownership of such Obligors’ Property (the “Material
      Agreements”)
      in
      effect or to be in effect as of the Closing Date (other than the Partnership
      Agreements set forth on Schedule
      7.14
      and
      Hedging Agreements set forth on Schedule
      7.21)
      providing for, evidencing, securing or otherwise relating to any Debt of any
      such Obligor or any of its Subsidiaries, and all obligations of Borrower or
      any
      of the Guarantors to issuers of surety or appeal bonds issued for account of
      any
      such Obligor. The Borrower shall also make available to Administrative Agent
      and
      Lenders all Material Agreements and other agreements and instruments (excluding
      any such agreements and other instruments that are cancelable upon 60 or less
      days notice) of Borrower and each of the Obligors relating to the purchase,
      transportation by pipeline, gas processing, marketing, sale and supply of
      natural gas and other Hydrocarbons, but in any event, any such agreement or
      other instrument that will account for more than 10% of the sales of any such
      Obligor during the Borrower’s current fiscal year. 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 Gas
      Imbalances.
      As of
      the Closing Date, except as set forth on Schedule
      7.24
      or on
      the most recent certificate delivered pursuant to Section
      8.07(c),
      on a
      net basis there are no gas imbalances, take or pay or other prepayments with
      respect to any of the Obligors’ Oil and Gas Properties which would require any
      such Obligors to deliver, in the aggregate, five percent (5%) or more of the
      monthly production of Hydrocarbons produced from their Oil and Gas Properties
      at
      some future time without then or thereafter receiving fall payment 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.

    40








     

    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 one hundred (100) days after the end of
      each of its fiscal year, the audited consolidated and unaudited consolidating
      statements of income, stockholders’ equity, changes in financial position and
      cash flow for AER and its Consolidated Subsidiaries for such fiscal year, and
      the related consolidated and consolidating balance sheets of AER 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 such Person 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, and a certificate of such accountants 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 fifty-five (55) days after the end of
      each
      of the first three fiscal quarterly periods of each of its fiscal year for
      each
      of AER, consolidated and consolidating statements of income, stockholders’
equity, changes in financial position and cash flow of AER 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 such Person 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, Event of Default, labor
      dispute, or any Material Adverse Effect has occurred, a notice of such Default
      or Material Adverse Effect, 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 the Obligor or any Subsidiary by independent accountants in connection with
      any annual, interim or special audit made by them of the books of the Obligor
      and its Subsidiaries, and a copy of any response by the Obligor or any
      Subsidiary, or the board of directors or comparable governing body of the
      Obligor or such Subsidiary, to such letter or report.  

     

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

    41








     

    Documents
      required to be delivered pursuant to this Section
      8.01(e)
      may be
      delivered electronically and if so delivered, shall be deemed to have been
      delivered on the date on which AER posts such documents to EDGAR (or such other
      free, publicly-accessible internet database that may be established and
      maintained by the SEC as a substitute for or successor to EDGAR); provided
      that:
      (i) the Borrower shall deliver paper copies of such documents to the
      Administrative Agent or any Lender that requests the Borrower to deliver such
      paper copies until a written request to cease delivering paper copies is given
      by the Administrative Agent or such Lender; and (ii) the Borrower shall notify
      the Administrative Agent and each Lender (by telecopier or electronic mail)
      of
      the posting of any such documents and provide to the Administrative Agent by
      electronic mail electronic versions (i.e.,
      soft
      copies) of such documents.  

     

    (f)
      Notices
      Under Other Loan Agreements.
      Promptly after the furnishing thereof, copies of any statement, report or notice
      furnished by AER, Borrower or any of its Subsidiaries to any Person pursuant
      to
      the terms of any indenture, loan or credit or other similar agreement, other
      than this Agreement and not otherwise required to be furnished to the Lenders
      pursuant to any other provision of this Section
      8.01.
       

     

    (g)
      Other
      Matters.
      From
      time to time such other information regarding the business, affairs or financial
      condition of any Obligor or any Subsidiary (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.  

     

    (h)
      Hedging
      Agreements.
      As soon
      as available and in any event within fifteen Business Days after the last day
      of
      each fiscal quarter, (i) a report, in form and substance satisfactory to the
      Administrative Agent, setting forth as of the last Business Day of such fiscal
      quarter a true and complete list of all Hedging Agreements (including commodity
      price swap agreements, forward agreements or contracts of sale which provide
      for
      prepayment for deferred shipment or delivery of oil, gas or other commodities)
      of the Obligors, the material terms thereof (including the type, term, effective
      date, termination date and notional amounts or volumes), the net mark to market
      value therefor, any new credit support agreements relating thereto not listed
      on
Schedule
      7.21,
      any
      margin required or supplied under any credit support document, and the counter
      party to each such agreement, and (ii) a hedging compliance report substantially
      in the form attached hereto as Exhibit
      I.
       

     

    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 Borrower’s fiscal quarter or fiscal year.

     

    Section
      8.02 Litigation.
      Borrower and its Subsidiaries shall promptly give to the Administrative Agent
      notice of any litigation or proceeding against or adversely affecting Borrower
      or any Subsidiary in which the amount claimed exceeds $1,000,000 or an aggregate
      of claims in excess of $5,000,000 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. Borrower will, and will cause each of its Subsidiaries to, promptly
      notify the Administrative Agent and each of the Lenders of any claim, judgment,
      Lien or other encumbrance affecting any Property of Borrower or any Subsidiary
      if the value of the claim, judgment, Lien, or other encumbrance affecting such
      Property shall exceed $1,000,000 or an aggregate of such claims in excess of
      $5,000,000.

    42









    Section
      8.03 Maintenance,
      Etc.

     

    (a)
      Generally.
      Except
      as permitted under Section
      9.09,
      each
      Obligor shall and shall cause each of its Subsidiaries to: 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, if requested, will furnish the
      Administrative Agent and the Lenders copies of the applicable policies.
 

     

    (c)
      Oil
      and Gas Properties.
      Borrower will and will cause each of its Subsidiaries to, do or cause to be
      done
      all things reasonably necessary to preserve and keep in good repair, working
      order and efficiency all of its Oil and Gas 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 Oil and Gas Properties and other material Properties will be fully
      preserved and maintained, except to the extent a portion of such Properties
      is
      no longer capable of producing Hydrocarbons in economically reasonable amounts.
      Borrower will and will cause each of its Subsidiaries to promptly: (i) pay
      and
      discharge, or make reasonable and customary efforts to cause to be paid and
      discharged, all delay rentals, royalties, expenses and indebtedness accruing
      under the leases or other agreements affecting or pertaining to its Oil and
      Gas
      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 assignments, deeds, leases, sub-leases, contracts and
      agreements affecting its interests in its Oil and Gas Properties and other
      material Properties, (iii) will and will cause each Subsidiary to do all other
      things necessary to keep unimpaired, except for Liens described in Section
      9.03,
      its
      rights with respect to its Oil and Gas Properties and other material Properties
      and prevent any forfeiture thereof or a default thereunder, except to the extent
      a portion of such Properties is no longer capable of producing Hydrocarbons
      in
      economically reasonable amounts and except for Transfers permitted by
Section
      9.16.
      Borrower will and will cause each of its Subsidiaries to operate its Oil and
      Gas
      Properties and other material Properties or cause or make reasonable and
      customary efforts to cause such Oil and Gas 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.  

    43








     

    Section
      8.04 Environmental
      Matters.
       

     

    (a)
      Establishment
      of Procedures.
      The
      Obligors will and will cause each of their Subsidiaries to 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 their Subsidiaries and
      the
      operations conducted thereon and other activities of the Obligors and their
      Subsidiaries are in compliance with and do not violate the requirements of
      any
      Environmental Laws, (ii) no oil, 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.
 

     

    (c)
      Future
      Acquisitions.
      The
      Obligors will and will cause each of their Subsidiaries to provide environmental
      audits and tests in accordance with American Society for Testing and Materials
      standards as 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 any future
      acquisitions of Oil and Gas Properties or other material Properties.
 

     

    Section
      8.05 Further
      Assurances.
      The
      Obligors will and will cause each of their Subsidiaries to 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 and will cause each Subsidiary to 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 or any Subsidiary, as the case may be, 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 and will cause each of their Subsidiaries to do and perform
      every act and discharge all of the obligations to be performed and discharged
      by
      them under this Agreement and any other Loan Document, at the time or times
      and
      in the manner specified.  

     

    Section
      8.07 Engineering
      Reports.
       

     

    (a)
      Not
      less than 30 days prior to each Scheduled Borrowing Base Redetermination Date,
      commencing with the Scheduled Borrowing Base Redetermination to occur on or
      around March 15, 2007, the Borrower shall furnish to the Administrative Agent
      and the Lenders a Reserve Report. The Reserve Reports delivered in connection
      with each March 15 Scheduled Borrowing Base Redetermination, commencing March
      15, 2007, shall be prepared by certified independent petroleum engineers or
      other independent petroleum consultant(s) acceptable to the Administrative
      Agent. The Reserve Reports delivered in connection with each September 15
      Scheduled Borrowing Base Redetermination, commencing September 15, 2007, shall
      be prepared by or under the supervision
      of the chief engineer of the Borrower and a Responsible Officer shall certify
      such Reserve Report to be true and accurate and to have been prepared in
      accordance with the procedures used in the immediately preceding Scheduled
      Borrowing Base Redetermination Reserve Report.  

    44








     

    (b)
      In
      the event of an unscheduled redetermination, the Borrower shall furnish to
      the
      Administrative Agent and the Lenders a Reserve Report prepared by or under
      the
      supervision of the chief engineer of the Obligors together with the certificate
      of a Responsible Officer who shall certify such Reserve Report to be true and
      accurate and to have been prepared in accordance with the procedures used in
      the
      immediately preceding Reserve Report. For any unscheduled redetermination
      requested by the Lenders or the Borrower pursuant to Section
      2.08(d),
      the
      Borrower shall provide such Reserve Report with an “as
      of”
      date as
      required by the Lenders as soon as possible, but in any event no later than
      30
      days following the receipt of the request by the Administrative Agent.
 

     

    (c)
      With
      the delivery of each Reserve Report, the Borrower shall provide, or cause to
      be
      provided, 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 Obligors and the Partnerships own good and marketable title to the Oil
      and
      Gas Properties evaluated in such Reserve Report and such Properties are free
      of
      all Liens except for Liens permitted by Section
      9.03,
      (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 its Oil
      and
      Gas Properties evaluated in such Reserve Report which would require any Obligor
      to deliver Hydrocarbons produced from such Oil and Gas Properties at some future
      time without then or thereafter receiving full payment therefor, (iv) none
      of
      Obligor’s or and the Partnerships’ Oil and Gas Properties have been sold since
      the date of the last Borrowing Base determination except as set forth on an
      exhibit to the certificate, which certificate shall list all of its Oil and
      Gas
      Properties sold and in such detail as reasonably required by the Administrative
      Agent, (v) attached to the certificate is a list of its Oil and Gas Properties
      added to and deleted from the immediately prior Reserve Report and a list
      showing any change in working interest or net revenue interest in its Oil and
      Gas Properties occurring and the reason for such change, (vi) attached to the
      certificate is a list of all Persons disbursing proceeds to the Obligors from
      their Oil and Gas Properties, and (vii) all of 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.
      Borrower shall cure, and shall cause its Subsidiaries to cure or cause to be
      cured, any title defects or exceptions which are not Excepted Liens raised
      by
      such information, or substitute acceptable Mortgaged Properties with no title
      defects or exceptions except for Excepted Liens covering Mortgaged Properties
      of
      an equivalent value, within 30 days after a request by the Administrative Agent
      to cure such defects or exceptions.  

     

    Section
      8.09 Additional
      Collateral.
       

     

    (a)
      Lien
      in Oil and Gas Properties.
      At all
      times hereunder that the Obligations remain unpaid, including whenever any
      Obligor acquires any additional Oil and Gas Properties or additional interests
      in existing Oil and Gas 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 at least
      80% of the total value (based upon the most recent Reserve Report plus the
      value
      of Oil and Gas Properties acquired after the date of such Reserve Report
      determined on a basis consistent with the Reserve Report) of the Obligors’ Oil
      and Gas Properties either directly under the Mortgages or indirectly under
      the
      pledge of their interests in the Partnerships. 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.  

    45








     

    (b)
      Title
      Information.
      Concurrently with the granting of the Lien or other action referred to in
Section
      8.09(a)
      above,
      the Borrower or its Subsidiaries 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 Oil and Gas
      Properties.  

     

    (c)
      Legal
      Opinions.
      Promptly after the filing of any new Security Instrument in any state, upon
      the
      request of the Administrative Agent, Borrower will provide, or cause to be
      provided, to the Administrative Agent an opinion addressed to the Administrative
      Agent for the 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)
      Letters
      in Lieu.
       

     

    (i)
      Upon
      request by Administrative Agent and Majority Lenders, Borrower shall, and shall
      cause its Subsidiaries to, provide to Administrative Agent undated letters,
      in
      form of Exhibit
      F
      attached
      hereto, from Borrower or such Subsidiary to each purchaser of production and
      disburser of proceeds of production from or attributable to the Mortgaged
      Properties, along with sufficient copies of additional executed letters with
      the
      addressees left blank, authorizing and directing the addressees to make future
      payments attributable to production from the Mortgaged Properties directly
      to
      Administrative Agent for the ratable benefit of the Lenders.  

     

    (ii)
      Borrower and each of its Subsidiaries hereby designates Administrative Agent
      as
      its agent and attorney-in-fact, to act in their name, place, and stead for
      the
      purpose of completing and delivering any and all of the letters in lieu of
      division orders delivered by Borrower and such Subsidiaries to Administrative
      Agent, including, without limitation, completing any blanks contained in such
      letter and attaching exhibits thereto describing the relevant Collateral. The
      Borrower and each of its Subsidiaries hereby ratifies and confirms all that
      Administrative Agent shall lawfully do or cause to be done by virtue of this
      power of attorney and the rights granted with respect to such power of attorney.
      This power of attorney is coupled with the interest of Administrative Agent
      in
      the Collateral, shall commence and be in full force and effect as of the Closing
      Date and shall remain in full force and effect and shall be irrevocable so
      long
      as any Obligation remains outstanding or unpaid or any Commitment exists. The
      powers conferred on Administrative Agent by this appointment are solely to
      protect the interests of Administrative Agent and each of the Lenders under
      the
      Loan Documents and shall not impose any duty upon Administrative Agent to
      exercise any such powers. Administrative Agent shall be accountable only for
      amounts that it actually receives as a result of the exercise of such powers
      and
      shall not be responsible to Borrower, its Subsidiaries, or any other Person
      for
      any act or failure to act with respect to such powers, except for gross
      negligence or willful misconduct.  

     

    (iii)
      Until such time as Administrative Agent shall notify Borrower and its
      Subsidiaries to the contrary, Borrower and its Subsidiaries shall be entitled
      to
      receive from the purchasers or disbursers of production all such proceeds of
      runs, subject however to the liens created under the Security Instruments.
      Upon
      the occurrence and during the continuance of a Default or such other time as
      Administrative Agent shall in its discretion so elect, Administrative Agent
      may
      deliver to the addressees the letters-in-lieu described in Subsection
      8.09(d)(i) above
      and
      may exercise all rights and remedies granted under the Security Instruments,
      including the right to obtain possession of all proceeds of runs then held
      by
      Borrower and its Subsidiaries or to receive directly from the purchaser or
      disburser of production all other proceeds of runs.  

    46








     

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

     

    (e)
      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 Oil and Gas 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, farmout
      agreements, area of mutual interest agreements, development agreements, geologic
      and geophysical survey agreements, operating agreements, contracts and other
      agreements that relate to any of the Mortgaged Properties or in the Oil and
      Gas
      Properties, seismic, geological and geophysical, drilling and production data
      and records, all accounting records, joint interest billing records, division
      order records, land files, and contracts and records referring to the
      production, 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 Mortgaged
      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 sale of Oil and Gas produced from or attributable to the
      Mortgaged 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 a Default or Event of
      Default and within thirty (30) days after receipt of notice from Administrative
      Agent, Obligors will relinquish their respective rights to operate the
      Properties of Obligors to the Administrative Agent or its designee.  

     

    (f)
      Pledge
      of Partnerships.
      Borrower shall and shall cause each of its Wholly Owned Subsidiaries that are
      not Unrestricted Entities to pledge all of its interest in any Partnership
      and
      to provide such information about such Partnership as Lenders may reasonably
      request.  

    47








     

    (g)
      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 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 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 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.  

     

    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 Majority Lenders:

     

    Section
      9.01 Debt.
      None of
      the Obligors or their Subsidiaries (other than Unrestricted Entities) and none
      of the Partnerships 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;

    48








     

    (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 Oil and Gas
      Properties;  

     

    (f)
      Debt
      of the Obligors under Hedging Agreements permitted under Section
      9.02;
       

     

    (g)
      Debt
      to AAI not to exceed $15,000,000 in the aggregate; provided, that, all
      such debt shall be unsecured and subordinated to the Obligations on terms and
      conditions satisfactory to the Administrative Agent;  

     

    (h)
      Intercompany Debt; provided, that, (i) any such Intercompany Debt shall
      be subordinated to the Obligations upon terms and conditions satisfactory to
      the
      Administrative Agent, and (ii) such Intercompany Debt in excess of $250,000
      shall be evidenced by an Intercompany Note pledged to secure the Obligations
      and
      in the possession of the Administrative Agent; and  

     

    (i)
      Debt
      of the Borrower and its Subsidiaries not otherwise described under subparagraphs
      (a)
      through
(h)
      above
      not to exceed $5,000,000 in the aggregate.  

     

    Section
      9.02 Hedging
      Agreements.
      Borrower shall not and shall not permit any Guarantor to enter into or in any
      manner be liable on any Hedging Agreement except:  

     

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

     

    (b)
      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 seventy-five percent (75%) of the principal outstanding under
      the Notes; (4) the tenor of each such contract shall not extend beyond the
      Revolving Credit Termination Date; and (5) each such contract shall be with
      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 Standard & Poor’s Corporation or
      Moody’s Investors Services, Inc. (or a successor credit rating agency).
 

    49








     

    (c)
      In
      the event the Borrower 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 nor against the Borrowing Base
      Utilization. Any Indebtedness incurred under any Hedging Agreement with any
      Lender shall be treated as an Obligation pari
      passu
      with all
      Obligations otherwise incurred hereunder or under the other Loan Documents
      and
      shall be secured under the Security Instruments.  

     

    Section
      9.03 Liens.
      None of
      the Borrower nor any of its Subsidiaries will create, incur, assume or permit
      to
      exist any Lien on any of its Properties (now owned or hereafter acquired),
      except:  

     

    (a)
      Liens
      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(f)
      and
(i);
      and
 

     

    (e)
      Liens
      on the assets of Unrestricted Entities securing Debt of such Unrestricted
      Entities.  

     

    Section
      9.04 Investments,
      Loans and Advances.
      Borrower will not and will not permit any Guarantor to 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 Standard & Poor’s Corporation or Moody’s
      Investors Service, Inc.;  

     

    (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 $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 Standard & Poor’s Corporation or Moody’s Investors
      Service, Inc., respectively;  

     

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

     

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

    50








    (g)
      advances to fund Borrower’s and its Wholly Owned Subsidiaries’ capital
      contributions under Partnerships as provided under Section
      7.07(iii);
       

     

    (h)
      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 or assets shall not be subject to any material liabilities except as
      permitted by this Agreement; and (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
      nothing herein shall require any Unrestricted Entity to grant a first priority
      lien in its assets; and  

     

    (i)
      other
      investments, loans or advances not to exceed in the aggregate $7,500,000.
 

     

    Section
      9.05 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 stockholders or make any distribution of its assets to its
      stockholders if an Event of Default has occurred and is continuing or would
      occur as a result of such distribution.  

     

    Section
      9.06 Sales
      and Leasebacks.
      Borrower shall not and shall not permit any Guarantor to 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 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
      9.07 Nature
      of Business.
      Borrower shall not and shall not permit any Guarantor to allow any material
      change to be made in the character of its business or the business of the
      Partnerships as an independent oil and gas exploration and production company.
      Borrower shall not and shall not permit any Guarantor to materially amend,
      waive
      or modify any of their Material Agreements or Partnership Agreements in any
      manner that could reasonably be expected to cause any material 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
      9.08 Limitation
      on Leases.
      Borrower shall not and shall not permit any Guarantor to 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, but excluding
      leases of Hydrocarbon Interests), under leases or lease agreements which would
      cause the aggregate amount of all payments made by Borrower and the Guarantors
      pursuant to all such leases or lease agreements to exceed $3,000,000 in any
      period of twelve consecutive calendar months during the life of such leases.
       

     

    Section
      9.09 Mergers,
      Etc.
      Borrower
      shall not and shall not permit any Guarantor to 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 Guarantor may merge with (A) the
      Borrower, provided the Borrower shall be the continuing or surviving Person,
      or
      (B) any one or more other Subsidiaries, provided that when any Guarantor is
      merging with another Subsidiary that is not a Guarantor, the continuing or
      surviving Person shall be a Guarantor, and (ii) any Guarantor
      may dispose
      of all or substantially all of its assets (upon voluntary liquidation or
      otherwise) to the Borrower or to another Subsidiary; provided if the transferor
      in such a transaction is a Guarantor, then the transferee must either be the
      Borrower or a Guarantor.  

    51








     

    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
      Borrower shall not, and shall not permit any of its Subsidiaries at any time
      to:
 

     

    (a)
      Engage in, or permit any Subsidiary or ERISA Affiliate to engage in, any
      transaction in connection with which any Obligor, any Subsidiary or any ERISA
      Affiliate could be subjected to either a civil penalty assessed pursuant to
      section 502(c), (i) or (1) of ERISA or a tax imposed by Chapter 43 of Subtitle
      D
      of the Code;  

     

    (b)
      Terminate, or permit any Subsidiary or ERISA Affiliate to terminate, any Plan
      in
      a manner, or take any other action with respect to any Plan, which could result
      in any liability to any Obligor, any Subsidiary or any ERISA Affiliate to the
      PBGC;  

     

    (c)
      Fail
      to make, or permit any Subsidiary or ERISA Affiliate to fail to make, full
      payment when due of all amounts which, under the provisions of any Plan,
      agreement relating thereto or applicable law, any Obligor, a Subsidiary or
      any
      ERISA Affiliate is required to pay as contributions thereto;  

     

    (d)
      Permit to exist, or allow any Subsidiary or ERISA Affiliate to permit to exist,
      any accumulated funding deficiency within the meaning of Section 302 of ERISA
      or
      section 412 of the Code, whether or not waived, with respect to any Plan;
 

     

    (e)
      Permit, or allow any Subsidiary or ERISA Affiliate to permit, the actuarial
      present value of the benefit liabilities under any Plan maintained by any
      Obligor, any Subsidiary or any ERISA Affiliate which is regulated under Title
      IV
      of ERISA to 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;  

     

    (f)
      Contribute to or assume an obligation to contribute to, or permit any Subsidiary
      or ERISA Affiliate to contribute to or assume an obligation to contribute to,
      any Multiemployer Plan;  

     

    (g)
      Acquire, or permit any Subsidiary or ERISA Affiliate to acquire, an interest
      in
      any Person that causes such Person to become an ERISA Affiliate with respect
      to
      any Obligor, any Subsidiary or any ERISA Affiliate if such Person sponsors,
      maintains or contributes to, or at any time in the six-year period preceding
      such acquisition has sponsored, maintained, or contributed to, (1) any
      Multiemployer Plan, or (2) any other Plan that is subject to Title IV of ERISA
      under which the actuarial present value of the benefit liabilities under such
      Plan exceeds 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;  

    52








     

    (h)
      Incur, or permit any Subsidiary or ERISA Affiliate to incur, a liability to
      or
      on account of a Plan under sections 515, 4062, 4063, 4064, 4201 or 4204 of
      ERISA;  

     

    (i)
      Contribute to or assume an obligation to contribute to, or permit any Subsidiary
      or ERISA Affiliate to contribute to or assume an obligation to contribute to,
      any 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 such entities
      in their sole discretion at any time without any material liability; or
 

     

    (j)
      Amend
      or permit any Subsidiary or ERISA Affiliate to amend, a Plan resulting in an
      increase in current liability such that any Obligor, any Subsidiary or any
      ERISA
      Affiliate is required to provide security to such Plan under section 401 (a)(29)
      of the Code.  

     

    Section
      9.12 Sale
      or Discount of Receivables.
      Borrower shall not, and shall not permit any Guarantor to discount or sell
      (with
      or without recourse) any of its notes receivable or accounts receivable.
 

     

    Section
      9.13 Current
      Ratio.
      The
      Borrower will not permit the ratio of its (i) current assets (including any
      unused amount under the Borrowing Base but excluding assets under Hedging
      Agreements.) to (ii) current liabilities (excluding liabilities under Hedging
      Agreements, current maturities of the Notes and those portions of the advance
      payments received by the Borrower for the drilling and completion of oil and
      gas
      wells that exceed the cost to Borrower of such drilling and completion and
      are
      classified as current liabilities), to be less than 1.0 to 1.0 at the end of
      any
      quarter. For the purposes of calculating the Borrower’s current ratio, the
      current assets and current liabilities attributable to the Unrestricted Entities
      shall be excluded.  

     

    Section
      9.14 Funded
      Debt to EBITDA.
      The
      Borrower will not permit the ratio of Funded Debt to EBITDA of the Borrower
      as
      of the end of any fiscal quarter of the Borrower (on a consolidated basis
      calculated quarterly based upon the four most recently completed quarters)
      to be
      more than 3.50 to 1.00. For the purposes of calculating the ratio of Borrower’s
      Funded Debt to EBITDA, (i) the EBITDA and Funded Debt attributable to the
      Unrestricted Entities (except for cash distributions from Anthem Securities,
      Inc. paid to Borrower or Guarantors) shall be excluded, and (ii) Funded Debt
      shall not include: (a) “asset
      retirement obligations,”
as
      such
      term is used in FASB Statement 143, to the extent such asset retirement
      obligations relate to the plugging and abandonment of wells; or (b) liabilities
      under Hedging Agreements.  

     

    Section
      9.15 Consolidated
      Interest Coverage Ratio.
      Borrower will not permit its Consolidated Interest Coverage Ratio as of the
      end
      of any fiscal quarter of Borrower beginning December 31, 2006 (calculated upon
      the four most recently completed fiscal quarters, quarterly at the end of each
      fiscal quarter) to be less than 2.50 to 1.00. For the purposes of calculating
      the Consolidated Interest Coverage Ratio, the EBITDA and interest payments
      attributable to the Unrestricted Entities shall be excluded.  

     

    Section
      9.16 Sale
      of Oil and Gas Properties.
      The
      Obligors will not Transfer any Oil and Gas Property or any interest in any
      Oil
      and Gas Property for which value was given in the most recent Borrowing Base
      redetermination to any Person other than Obligors, provided, for so long as
      no
      Default exists, Obligors may Transfer Oil and Gas Property assets with a market
      value of up to $2,000,000 in the aggregate during any Borrowing Base Period.
      Upon any Transfer of Oil and Gas Properties as permitted herein, the Borrowing
      Base shall be automatically reduced by the current Oil and Gas Collateral Value
      attributable to such Oil and Gas Properties under current Borrowing Base
      determination.  

     

    Section
      9.17 Environmental
      Matters.
      None of
      the Obligors nor any Subsidiary 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. 

    53








     

    Section
      9.18 Transactions
      with Affiliates.
      Except
      for the Management Agreement, the Borrower shall not, and shall not permit
      any
      Guarantor to 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.  

     

    Section
      9.19 Subsidiaries.
      The
      Borrower shall not, and shall not permit any Subsidiary to create or acquire
      any
      additional Subsidiaries (other than Unrestricted Entities) that do not become
      Guarantors and deliver Security Agreements hereunder within fifteen (15)
      Business Days of their creation or acquisition. Borrower shall not and shall
      not
      permit any Guarantor to sell or to issue any stock or ownership interest of
      a
      Subsidiary, except to Borrower or any of its Wholly Owned Subsidiaries and
      except in compliance with Section
      9.04,
      Borrower shall not, and shall not permit any Guarantor to, create any new
      Partnerships other than drilling fund limited partnerships on terms
      substantially similar to the Partnerships set forth on Schedule
      7.14.
       

     

    Section
      9.20 Negative
      Pledge Agreements.
      The
      Borrower shall not and shall not permit any of Guarantor to 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 any Guarantor from paying dividends to the Borrower,
      or which requires the consent of or notice to other Persons in connection
      therewith.  

     

    Section
      9.21 Gas
      Imbalances, Take-or-Pay or Other Prepayments.
      The
      Borrower will not and will not permit any Guarantor to allow gas imbalances,
      take-or-pay or other prepayments with respect to the Oil and Gas Properties
      of
      the Guarantors which would require the Guarantors to deliver in the aggregate
      five percent (5%) or more of their Hydrocarbons produced on a monthly basis
      from
      such Oil and Gas Properties at some future time without then or thereafter
      receiving full payment therefor.  

     

    Section
      9.22 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)
      any
      Obligor shall default in the payment when due of any principal of or interest
      on
      any of its other Debt aggregating $2,500,000 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  

    54








     

    (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 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 $2,500,000 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)
      an
      event having a Material Adverse Effect shall occur; or  

    55







     

    (k)
      a
      Change of Control occurs; provided,
      any
      Change of Control that occurs as a result of a Permitted Merger shall not
      constitute a Default; 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.
 

     

    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 Majority Lenders, shall, by notice
      to
      the Borrower, cancel the Commitments (in whole or part) and/or 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 the payment of cash collateral to secure the
      LC
      Exposure as provided in Section
      2.10(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
      2.10(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 Present
      Assignment of Interests.
       

     

    (a)
      Notwithstanding that, under Article
      III
      of the
      Mortgages, the Obligors thereto have unconditionally assigned to Administrative
      Agent for the ratable benefit of the Lenders all of the proceeds of runs
      accruing to the Mortgaged Properties covered thereby:  

     

    (i)
      Until
      such time as Administrative Agent shall notify such Obligors to the contrary,
      Obligors shall be entitled to receive from the purchasers or disbursers of
      production all such proceeds of runs, subject however to the liens created
      under
      the Mortgages, 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 proceeds of runs
      then
      held by Obligors or to receive directly from the purchasers or disbursers of
      production all other proceeds of runs.  

     

    (ii)
      In
      no case shall any failure, whether purposed or inadvertent, by Administrative
      Agent to collect directly any such proceeds of runs constitute in any way a
      waiver, remission or 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 proceeds of runs thereafter.  

    56

    

    
    


    (iii)
      Obligors will upon the instruction of Administrative Agent join with
      Administrative Agent in notifying, in writing and accompanied (if necessary)
      by
      certified copies of the Mortgages, the purchasers or disbursers of production,
      produced from the Mortgaged Properties, of the existence of the Mortgages,
      and
      instructing that all proceeds of runs be paid directly to Administrative Agent
      for the ratable benefit of the Lenders.  

     

    (b)
      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(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)
      Obligors 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, 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. The
      Administrative Agent is authorized to release any collateral that is permitted
      to be sold or released pursuant to the terms of the Loan Documents.  

    
    

    57

    

    


     

    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: (1) this 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.  

    58

    

    


     

    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, 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 Majority Lenders (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 Majority Lenders (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 Majority Lenders (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.
       

     

    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 Majority Lenders. Upon any
      such
      resignation or removal, the Majority Lenders shall have the right to appoint
      a
      successor Administrative Agent. If no successor Administrative Agent shall
      have
      been so appointed by the Majority Lenders and shall have accepted such
      appointment within thirty (30) days after the retiring Administrative Agent’s
      giving of notice of resignation or the Majority 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.  

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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;
 

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    (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 (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.
       

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    (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.  

     

    (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.
      Any
      provision of this Agreement or any other Loan Document may be amended, modified
      or waived with the Obligors’ and the Majority Lenders’ prior written consent;
      provided that (i) no amendment, modification or waiver which extends the final
      maturity of the Loans, increases the Aggregate Maximum Revolving Credit Amounts,
      increases the Borrowing Base, reduces or forgives the principal amount of any
      Indebtedness outstanding under this Agreement (including any principal due
      pursuant to a mandatory prepayment required pursuant to Section
      2.07(b)),
      postpones 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)),
      releases any Guarantor, of the Indebtedness, or releases Security Instruments
      which in the aggregate cover a material portion of the Mortgaged Property (as
      reflected on the most recent Reserve Report delivered under Section
      8.07)
      during
      each Borrowing Base Period, reduces the interest rate applicable to the Loans
      or
      the fees payable to the Lenders generally, affects Section
      2.03(a),
      this
Section
      12.04,
      Section
      12.06(a),
      any
      provision of Section
      4.05(b)
      that
      would alter the pro rata sharing of payments required thereby, or modifies
      the
      definitions of “Majority
      Lenders”
or
      “Percentage
      Share”
shall
      be effective without consent of all Lenders; (ii) no amendment, modification
      or
      waiver which increases the Maximum Revolving Credit Amount or the Commitment
      of
      any Lender shall be effective without the consent of such Lender; and (iii)
      no
      amendment, modification or waiver which modifies the rights, duties or
      obligations of the Administrative Agent shall be effective without the consent
      of the Administrative Agent.  

     

    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.  

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    Section
      12.06 Assignments
      and Participations  

     

    (a)
      The
      Borrower may not assign its rights or obligations hereunder or under the Notes
      or any Letters of Credit without the prior consent of all of the Lenders and
      the
      Administrative Agent.  

     

    (b)
      Any
      Lender may, upon the written consent of the Administrative Agent and, if no
      Default exists, with consent of the Borrower (which consent will not be
      unreasonably withheld or delayed), assign to one or more assignees all or a
      portion of its rights and obligations under this Agreement pursuant to an
      Assignment Agreement substantially in the form of Exhibit
      E
      (an
“Assignment”);
      provided,
      however,
      that
      (i) any such assignment shall be in the amount of the lesser of (A) at least
      $5,000,000 or (B) the total amount of a Lender’s rights and obligations under
      this Agreement and (ii) the assignee or assignor shall pay to the Administrative
      Agent a processing and recordation fee of $3,500 for each assignment. Any such
      assignment will become effective upon the execution and delivery to the
      Administrative Agent of the Assignment and the consent of the Administrative
      Agent. Promptly after receipt of an executed Assignment, the Administrative
      Agent shall send to the Borrower a copy of such executed Assignment. Upon
      receipt of such executed Assignment, the Borrower, will, at its own expense,
      execute and deliver new Notes to the assignor and/or assignee, as appropriate,
      in accordance with their respective interests as they appear. Upon the
      effectiveness of any assignment pursuant to this Section
      12.06(b),
      the
      assignee will become a “Lender,”
if
      not
      already a “Lender,”
for
      all purposes of this Agreement and the Security Instruments. The assignor shall
      be relieved of its obligations hereunder to the extent of such assignment (and
      if the assigning Lender no longer holds any rights or obligations under this
      Agreement, such assigning Lender shall cease to be a “Lender”
      hereunder except that its rights under Sections
      4.06, 5.01, 5.05
      and
12.03
      shall
      not be affected).  

     

    (c)
      Each
      Lender may transfer, grant or assign participations in all or any part of such
      Lender’s interests hereunder pursuant to this Section
      12.06(c)
      to any
      Person, provided
      that:
      (i) such Lender shall remain a “Lender”
for
      all
      purposes of this Agreement and the transferee of such participation shall not
      constitute a “Lender”
      hereunder; and (ii) no participant under any such participation shall have
      rights to approve any amendment to or waiver of any of the Loan Documents except
      to the extent such amendment or waiver would (w) modify the definition of
“Majority
      Lenders,”
(x)
      forgive any principal owing on any Indebtedness or extend the final maturity
      of
      the Loans, (y) reduce the interest rate (other than as a result of waiving
      the
      applicability of any post-default increases in interest rates) or fees
      applicable to any of the Commitments or Loans or Letters of Credit in which
      such
      participant is participating, or postpone the payment of any thereof, or (z)
      release any guarantor of the Indebtedness or release Security Instruments which
      in the aggregate cover more than five percent (5%) by value of the Mortgaged
      Property (as reflected on the most recent Reserve Report delivered under
Section
      8.07)
      during
      each Borrowing Base Period supporting any of the Commitments or Loans or Letters
      of Credit in which such participant is participating. In the case of any such
      participation, the participant shall not have any rights under this Agreement
      or
      any of the Security Instruments (the participant’s rights against the granting
      Lender in respect of such participation to be those set forth in the agreement
      with such Lender creating such participation), and all amounts payable by the
      Borrower hereunder shall be determined as if such Lender had not sold such
      participation, provided
      that
      such participant shall be entitled to receive additional amounts under
Article
      V
      on the
      same basis as if it were a Lender and be indemnified under Section
      12.03
      as if it
      were a Lender. In addition, each agreement creating any participation must
      include an agreement by the participant to be bound by the provisions of
Section
      12.15.
       

     

    (d)
      The
      Lenders may furnish any information concerning the Borrower in the possession
      of
      the Lenders from time to time to assignees and participants (including
      prospective assignees and participants); provided
      that,
      such Persons agree to be bound by the provisions of Section
      12.15.
       

     

    (e)
      Notwithstanding anything in this Section
      12.06
      to the
      contrary, any Lender may assign and pledge its Note to any Federal Reserve
      Bank.
      No such assignment and/or pledge shall release the assigning and/or pledging
      Lender from its obligations hereunder.  

    63

    

    


     

    (f)
      Notwithstanding any other provisions of this Section
      12.06,
      no
      transfer or assignment of the interests or obligations of any Lender or any
      grant of participations therein shall be permitted if such transfer, assignment
      or grant would require the Borrower to file a registration statement with the
      SEC or to qualify the Loans under the “Blue
      Sky”
laws
      of
      any state.  

     

    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.  

     

    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 LAWS OF THE STATE OF TEXAS EXCEPT TO THE EXTENT THAT UNITED STATES FEDERAL
      LAW PERMITS ANY
      LENDER TO CHARGE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE
      SUCH LENDER IS LOCATED. CH. 346 OF THE TEXAS FINANCE CODE (WHICH REGULATES
      CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) SHALL
      NOT APPLY TO THIS AGREEMENT OR THE NOTES.  

    64

    

    


     

    (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. 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, AS THE DESIGNEE, APPOINTEE AND ADMINISTRATIVE 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 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.  

     

    (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 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.
       

    65

    

    


     

    Section
      12.14 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, (a) 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, (b) exclude voluntary prepayments and the effect thereof,
      and
      (c) 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
      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.  

    66

    

    


     

    Section
      12.15 Confidentiality.
      Subject
      to provisions under Section
      12.16
      below,
      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, (viii) as may be required by law or regulation or order
      of any Governmental Authority in any judicial, arbitration or governmental
      proceeding, or (ix) are disclosed to any actual or prospective counterparty
      (or
      its advisors) to any swap or derivative transaction relating to the Borrower
      and
      its obligations. 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.
       

     

    Section
      12.16 USA
      Patriot Act Notice.
      Each
      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 to identify the Borrower in accordance
      with the Act.  

     

    [The
      remainder of this page intentionally left blank. Signatures begin on the next
      page.]

    67

    

    


     

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

     

    
      	 

              Address
                for Notice:

            	 BORROWER:

               ATLAS
                ENERGY OPERATING COMPANY, LLC

            
	 

              Atlas
                America, Inc.

            	 By: 	 Atlas
              Energy Resources, LLC,
 its
              sole member
	
              311
                Rouser Road

            	 	By: 	 
	Moon
              Township, Pennsylvania 15108 
              Attention:
                Matthew A. Jones

                Fax
                  No.: 215.546.4785

                  E-mail:mjones@atlaspipelinepartners.com

                

              

            	 	 	
              

              Matthew
                A. Jones

                Chief
                  Financial Officer

              

            
	 	 	 	 	 
	 	 GUARANTORS:
	 	 	 	 	 
	 	 ATLAS
              ENERGY RESOURCES, LLC,

               a
                Delaware limited liability company

            
	 	 	 
	 	 By:	 
	 	 	
              

              Matthew
                A. Jones

                Chief
                  Financial Officer

              

            
	 	 	 	 	 
	 	 AIC,
              LLC,
              
              
                
                  
                     a
                      Delaware limited liability company 
                       ATLAS
                        AMERICA, LLC,
                        
                         a
                          Pennsylvania limited liability company 
                           ATLAS
                            NOBLE, LLC,
                            
                             a
                              Delaware limited liability company 
                               RESOURCE
                                ENERGY, LLC,
                                
                                 a
                                  Delaware limited liability company 
                                   VIKING
                                    RESOURCES, LLC,
                                    
                                     a
                                      Pennsylvania limited liability
                                      company

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            
	 	 	 	 	 
	 	 By:	 Atlas
              Energy Operating Company, LLC, 
               their
                sole member

            
	 	 	 	 	 
	 	 	 By:	 Atlas
              Energy Resources, LLC, 
               its
                sole member

            
	 	 	 	 	 
	 	 	 	 By:	 
	 	 	 	 	
              

              Matthew
                A. Jones

                Chief
                  Financial Officer

              

            


    

     

     SIGNATURE
      PAGE TO REVOLVING CREDIT AGREEMENT 


    

    


     

    
      	 	 ATLAS
              ENERGY OHIO, LLC,
	 	 an
              Ohio limited liability company
	 	 ATLAS
              RESOURCES, LLC,
	 	 a
              Pennsylvania limited liability company
	 	 	 	 	 	 
	 	 By: 	 AIC,
              LLC,
	 	 	 their
              sole member
	 	 	 
	 	 	 By:	 Atlas
              Energy Operating Company, LLC,
	 	 	 	 its
              sole member
	 	 	 	 	 
	 	 	 	By: 	 Atlas
              Energy Resources, LLC,
	 	 	 	 	 its
              sole member
	 	 	 	 	 	 
	 	 	 	 	 By:	
               

            
	 	 	 	 	 	
              
                

                Matthew
                  A. Jones

                  Chief
                    Financial Officer

                

              

            
	 	 	 	 	 	 
	 	 REI-NY,
              LLC,
	 	 a
              Delaware limited liability company
	 	 RESOURCE
              WELL SERVICES, LLC,
	 	 a
              Delaware limited liability company
	 	 	 
	 	 By: 	 RESOURCE
              ENERGY, LLC,
	 	 	 their
              sole member
	 	 	 	 
	 	 	 By: 	 Atlas
              Energy Operating Company, LLC,
	 	 	 	 its
              sole member
	 	 	 	 	 
	 	 	 	 By: 	 Atlas
              Energy Resources, LLC,
	 	 	 	 	 its
              sole member
	 	 	 	 	 	 
	 	 	 	 	 By: 	
               

            
	 	 	 	 	 	
              
                
                  

                  Matthew
                    A. Jones

                    Chief
                      Financial Officer

                  

                

              

            
	 	 	 	 	 	
               

            
	 	 AER
              PIPELINE CONSTRUCTION, INC.,
	 	 a
              Delaware corporation
	 	 	 	 	 	 
	 	 By: 	 	 	 	
               

            
	 	 	
              

              
                Matthew
                  A. Jones

                  Chief
                    Financial Officer

                

              

            


    

    


    SIGNATURE
      PAGE TO REVOLVING CREDIT AGREEMENT 

    

    


     

    
      	 	 LENDER,
              ADMINISTRATIVE AGENT AND
	 	
               ISSUING
                BANK:

               

            
	 	 WACHOVIA
              BANK, NATIONAL ASSOCIATION
	 	 Individually,
              Administrative Agent and Issuing Bank
	 	 	 
	 	 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 REVOLVING CREDIT AGREEMENT 


    

    


     

    
      	 	 	 
	 	
              BANK
                OF AMERICA, N.A.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

                Title:

              

            


    

     

     SIGNATURE
      PAGE TO REVOLVING CREDIT AGREEMENT 

    
      

      
      


       

      
        	 	 	 
	 	
                BANK
                  OF OKLAHOMA, N.A.

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                  Title:

                

              


      

       

    

    SIGNATURE
      PAGE TO REVOLVING CREDIT AGREEMENT 


    
      

      


       

      
        	 	 	 
	 	
                BNP
                  PARIBAS

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                  Title:

                

              


      

      
        	 	 	 
	 	By:  	 
	 	
                

                Name:

                  Title:

                

              


      

    

    


    SIGNATURE
      PAGE TO REVOLVING CREDIT AGREEMENT 

     

    
      

      
      


       

      
        	 	 	 
	 	
                COMPASS
                  BANK

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                  Title:

                

              


      

    

    


    SIGNATURE
      PAGE TO REVOLVING CREDIT AGREEMENT 


    
      

      
      


       

      
        	 	 	 
	 	
                U.S.
                  BANK NATIONAL ASSOCIATION

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                  Title:

                

              


      

       

    

    SIGNATURE
      PAGE TO REVOLVING CREDIT AGREEMENT 

     

    
      

      
      


       

      
        	 	 	 
	 	
                DZ
                  BANK AG, DEUTSCHE ZENTRAL- 
                  GENOSSENSCHAFTSBANK,
                    FRANKFURT AM 
                    MAIN

                  

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                  Title:

                

              


      

      
        	
              	 	 
	 	By:  	 
	 	
                

                Name:

                  Title:

                

              


      

    

    


    SIGNATURE
      PAGE TO REVOLVING CREDIT AGREEMENT 


    
      

      
      


       

      
        	 	 	 
	 	
                SOCIÉTÉ
                  GÉNÉRALE

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                  Title:

                

              


      

    

    


    SIGNATURE
      PAGE TO REVOLVING CREDIT AGREEMENT 


    
      

      
      


       

      
        	 	 	 
	 	
                COMERICA
                  BANK

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                  Title:

                

              


      

    

    


    SIGNATURE
      PAGE TO REVOLVING CREDIT AGREEMENT 

     

    
      

      
      


       

      
        	 	 	 
	 	
                KEYBANK
                  NATIONAL ASSOCIATION

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                  Title:

                

              


      

    

    


    SIGNATURE
      PAGE TO REVOLVING CREDIT AGREEMENT 

     

    
      

      
      


       

      
        	 	 	 
	 	
                TEXAS
                  CAPITAL BANK, N.A.

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                  Title:

                

              


      

    

    


    SIGNATURE
      PAGE TO REVOLVING CREDIT AGREEMENT 


    
      

      
      


       

      
        	 	 	 
	 	
                RZB
                  FINANCE LLC

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                  Title:

                

              


      

      
        	
              	 	 
	 	By:  	 
	 	
                

                Name:

                  Title:

                

              


      

    

    


    SIGNATURE
      PAGE TO REVOLVING CREDIT AGREEMENT 

     

    
      

      
      


       

    

    EXHIBIT
      A  

     

    FORM
      OF NOTE 

     

    
      
        	 December ___, 2006 	
                  
                  $________.00 

              


      

    

     

    FOR
      VALUE
      RECEIVED, ATLAS
      ENERGY OPERATING COMPANY, LLC, a
      Delaware limited liability company (the “Borrower”)
      hereby
      promises to pay to the order of __________________, a national banking
      association (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 ($_____________) or such lesser amount as shall
      equal the aggregate unpaid principal amount of the 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 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 rates per annum and on the dates
      provided in the Credit Agreement. 

     

    The
      date,
      amount, Type, interest rate, Interest Period and maturity of each 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 Note, endorsed by the Lender on the schedules attached hereto or any
      continuation thereof. 

     

    This
      Note
      is one of the Notes referred to in the Revolving Credit Agreement dated as
      of
      December 18, 2006, among the Borrower, the Lenders which are or become parties
      thereto (including the Lender) and the Administrative Agent (as the same may
      be
      amended or supplemented from time to time, the “Credit
      Agreement”),
      and
      evidences Loans made by the Lender thereunder. Capitalized terms used in this
      Note have the respective meanings assigned to them in the Credit Agreement.
      

     

    This
      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 Note upon the
      occurrence of certain events, for prepayments of Loans upon the terms and
      conditions specified therein and other provisions relevant to this Note.


     

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

    


    
      	 	 ATLAS
              ENERGY OPERATING
	 	 COMPANY,
              LLC
	 	 	 	 
	 	 By: 	 Atlas
              Energy Resources, LLC,
	 	 	 its
              sole member
	 	 	 	 
	 	 	 By: 	
               

            
	 	 	 	
              
                

                Name:

                  Title:

                

              

            


    

    


    Exhibit
      A
– Page
      1

    
      

      
      


       

    

    EXHIBIT
      B  

     

    FORM
      OF BORROWING, CONTINUATION AND CONVERSION REQUEST

     

    ____________,
      200_____

     

    ATLAS
      ENERGY OPERATING COMPANY, LLC, a Delaware limited liability company (the
“Borrower”),
      pursuant to the Revolving Credit Agreement dated as of December 18, 2006, among
      the Borrower, certain Affiliates 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)	
                  Requested
                    funding date is ________________, 200__;  

                


        

         

        
          	
                	(c)	
                  $
                    __________ of such borrowings are to be LIBOR Loans;
$ __________of
                    such borrowings are to be Base Rate Loans; and  

                


        

         

        
          	
                	(d)	
                  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)
                          	
                          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
                                to LIBOR Loans on
                                _________ with an Interest Period of _______________.
                                

                            


                      
                         

                        
                          	
                                	4. 	
                                  Conversion
                                    of outstanding LIBOR Loans to Base Rate Loans:
Convert $
                                    _____________of the outstanding LIBOR Loans with
                                    Interest Period maturing
                                    on______________, 200_ , to Base Rate Loans.
                                    

                                


                           

                        

                      

                    

                  

                

              

            

          

        

      

    

    The
      undersigned certifies that he is the ____________ 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.


     

    Exhibit
      B
– Page 1
      

    
      

      
      


       

      
        	 	 ATLAS
                ENERGY OPERATING
	 	 COMPANY,
                LLC
	 	 	 	 
	 	 By: 	 Atlas
                Energy Resources, LLC,
	 	 	 its
                sole member
	 	 	 	 
	 	 	 By: 	
                 

              
	 	 	 	
                
                  

                  Name:

                    Title:

                  

                

              


      

       

    

    Exhibit
      B
– Page 2

    

    
    


     

    EXHIBIT
      C 

     

    FORM
      OF COMPLIANCE CERTIFICATE 

     

    The
      undersigned hereby certifies that he is the __________________ of ATLAS ENERGY
      OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”)
      and
      that as such he is authorized to execute this certificate on behalf of the
      Borrower. With reference to the Revolving Credit Agreement dated as of December
      18, 2006, among the Borrower, the guarantors party thereto (each an “Obligor”
      and
      collectively, the “Obligors”),
      Wachovia Bank, National Association, as Administrative Agent for the lenders
      (the “Lenders”)
      which
      are or become a party thereto, and such Lenders (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 _______________, 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
      _____________, 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 Effect. 

     

    (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. 

     

    (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. 

     

    Exhibit
      C
– Page 1

    

    
    


    (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
                ENERGY OPERATING
	 	 COMPANY,
                LLC
	 	 	 	 
	 	 By: 	 Atlas
                Energy Resources, LLC,
	 	 	 its
                sole member
	 	 	 	 
	 	 	 By: 	
                 

              
	 	 	 	
                
                  

                  Name:

                    Title:

                  

                

              


      

    

    


    Exhibit
      C
– Page 2

    

    
    


       

    EXHIBIT
      D

     

    SECURITY
      INSTRUMENTS

     

    
      	1.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Resource Energy,
                LLC, and REI-NY, LLC, to Wachovia Bank, National Association,
                Administrative Agent, covering properties in Chautauqua County, New
                York.
                

            


    

     

    
      	2.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Resource Energy,
                LLC, and Viking Resources, LLC to Wachovia Bank, National Association,
                Administrative Agent, covering properties in Columbiana County, Ohio.
                

            


    

     

    
      	3.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Resource Energy,
                LLC, and Atlas Noble, LLC to Wachovia Bank, National Association,
                Administrative Agent, covering properties in Coshocton County, Ohio.
                

            


    

     

    
      	4.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Viking Resources,
                LLC to Wachovia Bank, National Association, Administrative Agent,
                covering
                properties in Geuga County, Ohio. 

            


    

     

    
      	5.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Resource Energy,
                LLC, Viking Resources, LLC and Atlas Noble, LLC to Wachovia Bank,
                National
                Association, Administrative Agent, covering properties in Guernsey
                County,
                Ohio. 

            


    

     

    
      	6.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Resource Energy,
                LLC to Wachovia Bank, National Association, Administrative Agent,
                covering
                properties in Holmes County, Ohio. 

            


    

     

    
      	7.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Resource Energy,
                LLC, and Viking Resources, LLC to Wachovia Bank, National Association,
                Administrative Agent, covering properties in Mahoning County, Ohio.
                

            


    

     

    
      	8.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Atlas Noble,
                LLC to
                Wachovia Bank, National Association, Administrative Agent, covering
                properties in Muskingum County, Ohio.


            


    

     

    
      	9.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Atlas Noble,
                LLC
                and Atlas America, LLC, to Wachovia Bank, National Association,
                Administrative Agent, covering properties in Noble County, Ohio.
                

            


    

     

    
      	10.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Viking Resources,
                LLC to Wachovia Bank, National Association, Administrative Agent,
                covering
                properties in Portage County, Ohio.


            


    

     

    Exhibit
      D
– Page 1 


    

    
    


     

    
      	11.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Resource Energy,
                LLC, and Viking Resources, LLC to Wachovia Bank, National Association,
                Administrative Agent, covering properties in Stark County, Ohio.
                

            


    

     

    
      	12.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Resource Energy,
                LLC, and Viking Resources, LLC to Wachovia Bank, National Association,
                Administrative Agent, covering properties in Summit County, Ohio.
                

            


    

     

    
      	13.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Resource Energy,
                LLC, and Viking Resources, LLC to Wachovia Bank, National Association,
                Administrative Agent, covering properties in Trumbull County, Ohio.
                

            


    

     

    
      	14.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Resource Energy,
                LLC, and Viking Resources, LLC to Wachovia Bank, National Association,
                Administrative Agent, covering properties in Tuscarwas County, Ohio.
                

            


    

     

    
      	15.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Resource Energy,
                LLC, and Atlas America, LLC, to Wachovia Bank, National Association,
                Administrative Agent, covering properties in Washington County, Ohio.
                

            


    

     

    
      	16.	
              Open-End
                Mortgage, Indenture, Security Agreement, Financing Statement and
                Assignment of Production dated December 18, 2006, from Resource Energy,
                LLC, and Viking Resources, LLC to Wachovia Bank, National Association,
                Administrative Agent, covering properties in Wayne County, Ohio.
                

            


    

     

    
      	17.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Atlas Resources, LLC, Atlas
                America, LLC, and Viking Resources, LLC to Wachovia Bank, National
                Association, Administrative Agent, covering properties in Armstrong
                County, Pennsylvania. 

            


    

     

    
      	18.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Atlas Resources, LLC to
                Wachovia
                Bank, National Association, Administrative Agent, covering properties
                in
                Butler County, Pennsylvania. 

            


    

     

    
      	19.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Atlas Resources, LLC, Atlas
                America, LLC, and Viking Resources, LLC to Wachovia Bank, National
                Association, Administrative Agent, covering properties in Clearfield
                County, Pennsylvania. 

            


    

     

    
      	20.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Atlas Resources, LLC, and
                Atlas
                America, LLC, to Wachovia Bank, National Association, Administrative
                Agent, covering properties in Crawford County, Pennsylvania.
                

            


    

     

    Exhibit
      D
– Page 2

    

    
    


    
      	21.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Viking Resources, LLC to
                Wachovia
                Bank, National Association, Administrative Agent, covering properties
                in
                Elk County, Pennsylvania. 

            


    

     

    
      	22.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Atlas America, LLC, Atlas
                Resources, LLC, and Viking Resources, LLC to Wachovia Bank, National
                Association, Administrative Agent, covering properties in Fayette
                County,
                Pennsylvania. 

            


    

     

    
      	23.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Atlas America, LLC, and
                Viking
                Resources, LLC to Wachovia Bank, National Association, Administrative
                Agent, covering properties in Greene County, Pennsylvania.
                

            


    

     

    
      	24.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Atlas America, LLC, Atlas
                Resources, LLC, and Viking Resources, LLC to Wachovia Bank, National
                Association, Administrative Agent, covering properties in Indiana
                County,
                Pennsylvania. 

            


    

     

    
      	25.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Atlas Resources, LLC, and
                Atlas
                America, LLC, to Wachovia Bank, National Association, Administrative
                Agent, covering properties in Lawrence County, Pennsylvania.
                

            


    

     

    
      	26.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Atlas America, LLC, Atlas
                Resources, LLC, and Viking Resources, LLC to Wachovia Bank, National
                Association, Administrative Agent, covering properties in Mercer
                County,
                Pennsylvania. 

            


    

     

    
      	27.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Atlas Resources, LLC, to
                Wachovia
                Bank, National Association, Administrative Agent, covering properties
                in
                Venango County, Pennsylvania. 

            


    

     

    
      	28.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Atlas Resources, LLC, and
                Resource Energy, LLC, to Wachovia Bank, National Association,
                Administrative Agent, covering properties in Warren County, Pennsylvania.
                

            


    

     

    
      	29.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Viking Resources, LLC to
                Wachovia
                Bank, National Association, Administrative Agent, covering properties
                in
                Washington County, Pennsylvania. 

            


    

     

    
      	30.	
              Open-End
                Mortgage, Security Agreement, Financing Statement and Assignment
                of
                Production dated December 18, 2006, from Viking Resources, LLC to
                Wachovia
                Bank, National Association, Administrative Agent, covering properties
                in
                Westmoreland County, Pennsylvania. 

            


    

     

    
      	31.	
              Pledge
                Agreement, Assignment and Security Agreement dated December 18, 2006,
                from
                AER Pipeline Construction, Inc., to Wachovia Bank, National Association,
                Administrative Agent. 

            


    

     

    
      	32.	
              Pledge
                Agreement, Assignment and Security Agreement dated December 18, 2006,
                from
                Atlas Energy Ohio, LLC, to Wachovia Bank, National Association,
                Administrative Agent. 

            


    

     

    Exhibit
      D
– Page 3

    

    
    


    
      	33.	
              Pledge
                Agreement, Assignment and Security Agreement dated December 18, 2006,
                from
                Resource Well Services, LLC, to Wachovia Bank, National Association,
                Administrative Agent. 

            


    

     

    
      	34.	
              Pledge
                Agreement, Assignment and Security Agreement dated December 18, 2006,
                from
                AIC, LLC, to Wachovia Bank, National Association, Administrative
                Agent.
                

            


    

     

    
      	35.	
              Pledge
                Agreement, Assignment and Security Agreement dated December 18, 2006,
                from
                Atlas America, LLC, to Wachovia Bank, National Association, Administrative
                Agent. 

            


    

     

    
      	36.	
              Pledge
                Agreement, Assignment and Security Agreement dated December 18, 2006,
                from
                Atlas Energy Resources, LLC to Wachovia Bank, National Association,
                Administrative Agent. 

            


    

     

    
      	37.	
              Pledge
                Agreement, Assignment and Security Agreement dated December 18, 2006,
                from
                Atlas Noble, LLC to Wachovia Bank, National Association, Administrative
                Agent. 

            


    

     

    
      	38.	
              Pledge
                Agreement, Assignment and Security Agreement dated December 18, 2006,
                from
                Atlas Resources, LLC to Wachovia Bank, National Association,
                Administrative Agent. 

            


    

     

    
      	39.	
              Pledge
                Agreement, Assignment and Security Agreement dated December 18, 2006,
                from
                REI-NY, LLC, to Wachovia Bank, National Association, Administrative
                Agent.
                

            


    

     

    
      	40.	
              Pledge
                Agreement, Assignment and Security Agreement dated December 18, 2006,
                from
                Resource Energy, LLC, to Wachovia Bank, National Association,
                Administrative Agent. 

            


    

     

    
      	41.	
              Pledge
                Agreement, Assignment and Security Agreement dated December 18, 2006,
                from
                Viking Resources, LLC to Wachovia Bank, National Association,
                Administrative Agent. 

            


    

     

    Exhibit
      D
– Page 4

    

    
    


    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
              Energy Operating Company, LLC
	 4.	 Administrative Agent:
              	Wachovia
              Bank, National Association, as the administrative agent under the Credit
              Agreement
	 5.	 Credit Agreement: 	Revolving
              Credit Agreement dated as of December 18, 2006, among Atlas Energy
              Operating Company, LLC, the Lenders from time to time party thereto,
              and
              Wachovia Bank, National Association, as Administrative
              Agent


    

     

    
      
        

      

    

    
      
        
          	
                  1

                	
                  Select
                    or delete as applicable.


                


        

      

    

     

    Exhibit
      E
– Page 1 

    

    
    


    
      	6.	
              Assigned
                Interest: 

            


    

    


    
      	 

              Aggregate

              Amount
                of

              Commitment/Loans

              for
                all Lenders

            	 	 

              Amount
                of
                
Commitment/Loans
 Assigned

            	 	 

              Percentage
                
Assigned
                of
Commitment/Loans

            	 	 

              CUSIP
                
Number

            	 
	
              $_______________________

            	 	
              $

            	
              ______________________

            	 	 	
              ______________________

            	
              %

            	 	 	 
	
              $_______________________

            	 	
              $

            	
              ______________________

            	 	 	
              ______________________

            	
              %

            	 	 	 


    

     

    
      	 [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:	
               

              
                

              

            	
               

            
	 Name: 	 

              

            	
               

            
	 Title: 	 

              

            	
               

            
	 	 	 
	 [Consented
              to:]
	 	 	 
	 WACHOVIA
              BANK, NATIONAL
	 ASSOCIATION,
	 as
              Issuing Bank
	 	 	 
	 By: 	 

              

            	
               

            
	 Name: 	 

              

            	
               

            
	 Title: 	 

              

            	
               

            


    

    


    Exhibit
      E – Page
      2


    

    
    


     

    
      	
              [Consented
                to:]

            	
            
	 	 
	
              ATLAS
                ENERGY OPERATING

            	
            
	COMPANY,
              LLC	
            
	 	 	 
	 By:	 Atlas
              Energy Resources, LLC,	
            
	 	 its
              sole member	
            
	 	 	 	 
	 	 By:	 	 
	 	 	
              

            	
               

            
	 	 	Name:
              
              
                Title:

              

            	
               

            


    

    


    Exhibit
      E
– Page 3

    

    
    


     

    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. 

     

    Exhibit
      E
– Page 4 

    

    
    


    EXHIBIT
      F  

     

    FORM
      OF LETTER IN LIEU 

     

     

    Attn:
      Division Order Department 

     

    Re:
      Letter in Lieu of Transfer Order 

     

    Gentlemen:
      

     

    [____________________],
      as Mortgagor, has executed the mortgages and financing statements described
      on
Exhibit
      A attached
      hereto (the “Mortgage”)
      for
      the benefit of Wachovia Bank, National Association, as administrative agent
      (“Lender”),
      granting a mortgage on and pledging those certain properties (the “Pledged
      Properties”)
      described in the Mortgage to secure certain obligations also described in the
      Mortgage. Enclosed is a copy of the Mortgage covering the Pledged Properties.
      

     

    Exhibit
      B
      attached
      hereto lists the properties which are subject to the Mortgage for which you
      are
      accounting to Mortgagor and the decimal interest in production heretofore paid
      to Mortgagor with respect to its interest in each given property. 

     

    Pursuant
      to the assignment of production provision in the Mortgage, Mortgagor transferred
      and assigned all of its interests in the Pledged Properties to Lender.
      Therefore, Mortgagor hereby authorizes and instructs you that all future
      payments attributable to the Pledged Properties, which would otherwise be paid
      to Mortgagor, should be made to: 

    


    
      	
              if
                by wire transfer:

            	
              Wachovia
                Bank, National Association

            
	 	
              ______________________________________________

            
	 	
              ______________________________________________

            
	 	
              ______________________________________________

            
	 	
              Account
                No. _____________________

            
	 	 
	
              if
                by check, check made payable to:

            	
              ______________________________________________

            
	 	
              ______________________________________________

            


    

    


    until
      notified in writing by Lender to discontinue such payments. Also, Mortgagor
      hereby requests that you change your records to reflect that Lender is entitled
      to the proceeds of production attributable to the Pledged Properties.


     

    In
      consideration of your acceptance of this Letter-in-Lieu of Transfer Order,
      Lender and Mortgagor agree as follows: 

     

    1.
      Mortgagor has heretofore executed Transfer or Division Orders to you covering
      each of the properties referred to in Exhibit
      B
      attached
      to this letter. This letter is being executed by the undersigned in lieu of
      execution of separate Transfer or Division Orders. With respect to proceeds
      from
      the sale of oil, gas and other hydrocarbons as to which you account hereunder,
      Lender agrees that it will be bound by the terms, conditions, warranties and
      covenants of all such Transfer or Division Orders heretofore executed by
      Mortgagor now in force, with the same effect as though it had executed the
      originals thereof; provided,
      however,
      the
      aggregate liability of Lender with respect to any warranty, representation,
      covenant or indemnification contained therein or in this letter shall be limited
      to an amount equal to the amounts disbursed by you to Lender hereunder.


     

    Exhibit
      F
– Page 1 

    

    
    




    2.
      Mortgagor hereby agrees that you are relieved of any responsibility in
      connection with the application of the proceeds paid by you to Lender as
      hereinabove specified and payment made by you to Lender shall be binding and
      conclusive as between you and Mortgagor. 

     

    In
      the
      absence of a question about the enclosed schedule, you are respectfully
      requested to make disbursement to Lender as instructed herein and NOT TO SUSPEND
      OR DELAY any payments by virtue of the assignment of production from Mortgagor
      to Lender. Should you require additional documentation prior to implementing
      the
      manner of disbursement requested herein, notwithstanding the warranties and
      indemnifications contained hereinabove, please suspend disbursements to
      Mortgagor, pending execution of such additional documentation as you may
      reasonably require. 

     

    In
      order
      that we may have a record evidencing your acceptance of this Letter-in-Lieu
      of
      Transfer Order, we request that you execute one copy of this letter in the
      space
      provided below and return the same to Lender in the enclosed self-addressed
      envelope. 

     

    
      	 	 	 
	 	
               Very
                truly yours, 
                 [__________________________________________]

              

            
	 	  	  
	 	 By:  	 

              

            
	 	 Printed Name:	 

              

            
	 	 Title:	 

              

            


    

    
      
        	 	 	 
	
              	 Wachovia
                Bank, National Association 
	 	 
	 	 By:  	 

                

              
	 	 Printed Name:	 

                

              
	 	 Title:	 

                

              


      


      	 ACCEPTED
              this _____ day
              of ________, 20__.	 
	 	 
	 By:  	 

              

            	 
	 Printed Name:	 

              

            	 
	 Title:	 

              

            	 


    

    


    Exhibit
      F
– Page 2

    

    
    


     

    EXHIBIT
      G

     

    CONTINUING
      GUARANTY AGREEMENT

     

    THIS
      CONTINUING GUARANTY AGREEMENT (this “Guaranty
      Agreement”),
      dated
      as of December 18, 2006, is made by , a corporation (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. 

     

    Exhibit
      G
– Page 1

    

    
    




    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. 

     

    Exhibit
      G
– Page 2

    

    
    




    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.


     

    Exhibit
      G
– Page 3 

    
    

      

      
      


    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. 

    


    Exhibit
      G
– Page 4 

    
    

      

      
      


    (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

     

    Exhibit
      G
– Page 5 

    

    
    


    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. 

     

    Exhibit
      G
– Page 6 

    

    
    


    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.  

     

    Exhibit
      G
– Page 7

    

    
    


    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.

     

    Exhibit
      G
– Page 8

    

    
    


    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:

            
	 
 	 
 	 
 
	 	
              

            
	 	By:  	 
	 	 	
              

            
	 	 Name:	 
	 	 	
              

            
	 	 Title: 	 
	 	 	
              

            


    

     

    [SIGNATURES
      CONTINUED ON NEXT PAGE]

     

    Signature
      Page - Exhibit G - Page 1

    

    
    




    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:  	 
	 	 	
              

            
	 	 Name:	 
	 	 	
              

            
	 	 Title: 	 
	 	 	
              

            


       

    

    Signature
      Page - Exhibit G - Page 2

    

    
    


    EXHIBIT
      H

    
       

      FORM
        OF PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT

       

      THIS
        PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT (this “Security
        Agreement”)
        is
        executed as of December 18, 2006, by [____________], a [__________]
        (“Debtor”),
        whose
        address is __________________________, and WACHOVIA BANK, NATIONAL ASSOCIATION,
        a national banking association (in its capacity as “Administrative
        Agent”
        for
        Lenders (hereafter defined)), as “Secured
        Party,”
        whose
        address is 1001 Fannin, Suite 4300, Houston, Texas 77002. 

       

      RECITALS

       

      A.
        Debtor, Wachovia Bank, National Association, as Administrative Agent (including
        its permitted successors and assigns in such capacity, the “Administrative
        Agent”),
        and
        Lenders now or hereafter party to the Credit Agreement (including their
        respective permitted successors and assigns, the “Lenders”)
        have
        entered into a Revolving Credit Agreement dated as of December 18, 2006 (as
        amended, modified, supplemented, or restated from time to time, the “Credit
        Agreement”);
        

       

      B.
        This
        Security Agreement is integral to the transactions contemplated by the Loan
        Documents (as defined in the Credit Agreement), and the execution and delivery
        hereof, is a condition precedent to Lenders’ Indebtedness to extend credit under
        the Loan Documents. 

       

      ACCORDINGLY,
        for valuable consideration, the receipt and adequacy of which are hereby
        acknowledged, Debtor and Secured Party hereby agree as follows: 

       

      1.
        REFERENCE
        TO CREDIT AGREEMENT.
        The
        terms, conditions, and provisions of the Credit Agreement are incorporated
        herein by reference, the same as if set forth herein verbatim, which terms,
        conditions, and provisions shall continue to be in full force and effect
        hereunder so long as Lenders are obligated to lend under the Credit Agreement
        and thereafter until the Indebtedness is paid and performed in full.


       

      2.
        CERTAIN
        DEFINITIONS.
        Unless
        otherwise defined herein, or the context hereof otherwise requires, each
        term
        defined in either of the Credit Agreement or in the UCC is used in this Security
        Agreement with the same meaning; provided
        that,
        if the
        definition given to such term in the Credit Agreement conflicts with the
        definition given to such term in the UCC, the Credit Agreement definition
        shall
        control to the extent legally allowable; and if any definition given to such
        term in Chapter
        9
        of the
        UCC conflicts with the definition given to such term in any other chapter
        of the
        UCC, the Chapter
        9
        definition shall prevail. As used herein, the following terms have the meanings
        indicated: 

       

      Collateral
        has the
        meaning set forth in Paragraph
        4
        hereof.


       

      Collateral
        Notes has
        the
        meaning set forth in Paragraph
        4
        hereof.

       

      Collateral
        Note Security has
        the
        meaning set forth in Paragraph
        4
        hereof.

       

      Collateral
        Obligor
        means
        any Person obligated with respect to any of the Collateral, whether as an
        account debtor, obligor on an instrument, issuer of securities, or otherwise.
        

       

      Exhibit
        H
– Page
        1

      

      
      


       

      Control
        Agreement
        means,
        with respect to any Collateral consisting of investment property, Deposit
        Accounts, electronic chattel paper, and letter-of-credit rights, an agreement
        evidencing that Secured Party has “control”
        (as
        defined in the UCC) of such Collateral. 

       

      Indebtedness
        means,
        collectively, (a) the “Indebtedness”
        as
        defined in the Credit Agreement, and (b) all Indebtedness, liabilities, and
        Indebtedness of Debtor arising under this Security Agreement or any Guaranty
        Agreement assuring payment of the Indebtedness; it being the intention and
        contemplation of Debtor and Secured Party that future advances will be made
        by
        Secured Party or one or more Lenders to Debtor for a variety of purposes,
        that
        Debtor may guarantee (or otherwise become directly or contingently obligated
        with respect to) the Indebtedness of others to Secured Party or to one or
        more
        Lenders, that from time to time overdrafts of Debtor’s accounts with Secured
        Party or with other Lenders may occur, and that Secured Party or one or more
        Lenders may from time to time acquire from others Indebtedness of Debtor
        to such
        others, and that payment and repayment of all of the foregoing are intended
        to
        and shall be part of the Indebtedness secured hereby. The Indebtedness shall
        include, without limitation, future, as
        well as
        existing, advances, Indebtedness, liabilities, and Indebtedness owed by Debtor
        to Secured Party or to any Lender arising under the Loan Documents or otherwise.
        

       

      Lender
        means,
        individually, or Lenders
        means,
        collectively, on any date of determination, Administrative Agent and Lenders
        and
        their permitted successors and assigns. 

       

      Material
        Agreements has
        the
        meaning set forth in Paragraph
        4
        hereof.


       

      Partnerships
        shall
        mean (a) those partnerships and limited liability companies listed on
Annex
        B
        attached
        hereto and incorporated herein by reference, as such partnerships or limited
        liability companies exist or may hereinafter be restated, amended, or
        restructured, (b) any partnership, joint venture, or limited liability company
        in which Debtor shall, at any time, become a limited or general partner,
        venturer, or member, or (c) any partnership, joint venture, or corporation
        formed as a result of the restructure, reorganization, or amendment of the
        Partnerships. 

       

      Partnership
        Agreements
        shall
        mean (a) those agreements listed on Annex
        B
        attached
        hereto and incorporated herein by reference (together with any modifications,
        amendments, or restatements thereof), and (b) partnership agreements, joint
        venture agreements, or organizational agreements for any of the partnerships,
        joint ventures, or limited liability companies described in clause
        (b)
        of the
        definition of “Partnerships”
        above
        (together with any modifications, amendments or restatements thereof), and
        “Partnership
        Agreement”
        means
        any one of the Partnership Agreements. 

       

      Partnership
        Interests
        shall
        mean all of Debtor’s Right, title and interest now or hereafter accruing under
        the Partnership Agreements with respect to all distributions, allocations,
        proceeds, fees, preferences, payments, or other benefits, which Debtor now
        is or
        may hereafter become entitled to receive with respect to such interests in
        the
        Partnerships and with respect to the repayment of all loans now or hereafter
        made by Debtor to the Partnerships. 

       

      Pledged
        Securities means,
        collectively, the Pledged Shares and any other Collateral constituting
        securities. 

       

      Pledged
        Shares has
        the
        meaning set forth in Paragraph
        4
        hereof.


       

      Exhibit
        H
– Page 2

      
      

        

        


      Security
        Interest
        means
        the security interest granted and the pledge and assignment made under
Paragraph
        3
        hereof.


       

      UCC
        means
        the Uniform Commercial Code, including each such provision as it may
        subsequently be renumbered, as enacted in the State of Texas or other applicable
        jurisdiction, as amended at the time in question. 

       

      3.SECURITY
        INTEREST.
        In order
        to secure the full and complete payment and performance of the Indebtedness
        when
        due, Debtor hereby grants to Secured Party a Security Interest in all of
        Debtor’s rights, titles, and interests in and to the Collateral and pledges,
        collaterally transfers, and assigns the Collateral to Secured Party, all
        upon
        and subject to the terms and conditions of this Security Agreement. Such
        Security Interest is granted and pledge and assignment are made as security
        only
        and shall not subject Secured Party to, or transfer or in any way affect
        or
        modify, any obligation of Debtor with respect to any of the Collateral or
        any
        transaction involving or giving rise thereto. If the grant, pledge, or
        collateral transfer or assignment of any specific item of the Collateral
        is
        expressly prohibited by any contract, then the Security Interest created
        hereby
        nonetheless remains effective to the extent allowed by the UCC or other
        applicable law, but is otherwise limited by that prohibition. 

       

      4.
        COLLATERAL.
        As used
        herein, the term “Collateral”
        means
        the following items and types of property, wherever located, now owned or
        in the
        future existing or acquired by Debtor, and all proceeds and products thereof,
        and any substitutes or replacements therefor: 

       

      (a)
        All
        accounts, inventory, and any accessions thereto, and general intangibles
        (including payment intangibles); 

       

      (b)
        All
        rights, titles, and interests of Debtor in and to all outstanding stock,
        equity,
        or other investment securities owned by Debtor, including, without limitation,
        all capital stock of any Subsidiary of the Debtor set forth on Annex
        B
        (the
“Pledged
        Shares”);
        

       

      (c)
        All
        rights, titles, and interests of Debtor in and to all promissory notes and
        other
        instruments payable to Debtor, including, without limitation, all inter-company
        notes from Subsidiaries and those set forth on Annex
        B
        (“Collateral
        Notes”)
        and all
        rights, titles, interests, and Liens Debtor may have, be, or become entitled
        to
        under all present and future loan agreements, security agreements, pledge
        agreements, deeds of trust, mortgages, guarantees, or other documents assuring
        or securing payment of or otherwise evidencing the Collateral Notes, including,
        without limitation, those set forth on Annex
        B
        (“Collateral
        Note Security”);
        

       

      (d)
        The
        Partnership Interests and all rights of Debtor with respect thereto, including,
        without limitation, all Partnership Interests set forth on Annex
        B
        and all
        of Debtor’s distribution rights, income rights, liquidation interest, accounts,
        contract rights, general intangibles, notes, instruments, drafts, and documents
        relating to the Partnership Interests; 

       

      (e)
        All
        of Debtor’s rights, titles, and interests in other proprietary rights whether
        now owned or hereafter acquired by Debtor (collectively, the “Proprietary
        Rights”),
        including without limitation: (i) any knowledge or information that is material
        to Debtor’s business and that enables Debtor to operate its business with the
        accuracy, efficiency, or precision necessary for commercial success, or
        otherwise affords Debtor a commercial advantage for the possession or knowledge
        thereof including, without limitation, all geological, geophysical, engineering,
        accounting, title, legal, and other technical or business data, customer
        lists,
        credit files, computer records, computer programs, storage media, and computer
        software; (ii) any new and useful process, machine, manufacture, or composition
        of matter, or any new and useful improvement thereof that is material to
        the
operation of Debtor’s business and developed by Debtor, its
        employees, or agents; and (iii) all information or other items recognized
        as
“trade
        secrets”
        under
        state or federal law and all comparable rights recognized in foreign
        jurisdictions or conventions or by treaty; 

       

      Exhibit
        H
– Page 3

      
      

        

        
        


       

      (f)
        (i)
        All of Debtor’s rights, titles, and interests in, to, and under those contracts
        listed on Annex
        B
        (the
“Material
        Agreements”),
        including, without limitation, all rights of Debtor to receive moneys due
        and to
        become due under or pursuant to the Material Agreements, (ii) all rights
        of
        Debtor to receive proceeds of any insurance, indemnity, warranty, or guaranty
        with respect to the Material Agreements, (iii) all claims of Debtor for damages
        arising out of or for breach of or default under the Material Agreements,
        and
        (iv) all rights of Debtor to compel performance and otherwise exercise all
        rights and remedies under the Material Agreements; 

       

      (g)
        All
        present and future distributions, income, increases, profits, combinations,
        reclassifications, improvements, and products of, accessions, attachments,
        and
        other additions to, tools, parts, and equipment used in connection with,
        and
        substitutes and replacements for, all or part of the Collateral described
        above;


       

      (h)
        All
        present and future accounts, contract rights, general intangibles, cash and
        noncash proceeds, and other rights arising from or by virtue of, or from
        the
        voluntary or involuntary sale or other disposition of, or collections with
        respect to, or insurance proceeds payable with respect to, or proceeds payable
        by virtue of warranty or other claims against the manufacturer of, or claims
        against any other Person with respect to, all or any part of the Collateral
        heretofore described in this clause or otherwise; and 

       

      (i)
        All
        present and future security for the payment to any Obligor of any of the
        Collateral described above and goods which gave or will give rise to any
        such
        Collateral or are evidenced, identified, or represented therein or thereby.
        

       

      The
        description of the Collateral contained in this Paragraph
        4
        shall
        not be deemed to permit any action prohibited by this Security Agreement
        or by
        the terms incorporated in this Security Agreement. 

       

      5.
        REPRESENTATIONS
        AND WARRANTIES.
        Debtor
        represents and warrants to Secured Party that: 

       

      (a)
        Credit
        Agreement.
        To the
        extent certain representations and warranties in the Credit Agreement are
        applicable to it or its assets or operations, each such representation and
        warranty is true and correct. 

       

      (b)
        Binding
        Indebtedness/Perfection.
        This
        Security Agreement creates a legal, valid, and binding Lien in and to the
        Collateral in favor of Secured Party and enforceable against Debtor. For
        Collateral in which the Security Interest may be perfected by the filing
        of
        Financing Statements, once those Financing Statements have been properly
        filed
        in the jurisdictions described on Annex
        A hereto,
        the Security Interest in that Collateral will be fully perfected and the
        Security Interest will constitute a first-priority Lien on such Collateral,
        subject only to Excepted Liens or, to the extent Financing Statements have
        already been filed in the jurisdictions described on Annex
        A
        hereto,
        and such Financing Statements have not lapsed, the Security Interest in that
        Collateral is currently perfected and constitutes a first-priority Lien on
        such
        Collateral, subject only to Excepted Liens. With respect to Collateral
        consisting of investment property (other
        than
        Pledged
        Securities covered by Paragraph
        5(j)),
        upon
        the delivery of such Collateral to Secured Party or delivery of an executed
        Control Agreement with respect to such Collateral, the
        Security Interest in that Collateral will be fully perfected and the Security
        Interest will constitute a first-priority Lien on such Collateral, subject
        only
        to Excepted Liens. None of the Collateral has been delivered nor control
        with
        respect thereto given to any other Person. Other than the Financing Statements
        and Control Agreements with respect to this Security Agreement, there are
        no
        other financing statements or control agreements covering any Collateral,
        other
        than those evidencing Excepted Liens. The creation of the Security Interest
        does
        not require the consent of any Person that has not been obtained. 

       

      Exhibit
        H
– Page 4

      
      

        

        
        


       

      (c)
        Debtor
        Information.
        Debtor’s exact legal name, mailing address, jurisdiction of organization, type
        of entity, and state issued organizational identification number are as set
        forth on Annex
        A
        hereto.


       

      (d)
        Location. Annex
        A
        sets
        forth (i) Debtor’s place of business and chief executive office, (ii) the
        location of Debtor’s books and records concerning its accounts, and (iii) the
        location of all other Collateral (other than Collateral to the extent located
        on
        the Mortgaged Properties). All such books, records, and Collateral are in
        Debtor’s possession. 

       

      (e)
        Governmental
        Authority.
        No
        Authorization, approval, or other action by, and no notice to or filing with,
        any Governmental Authority is required either (i) for the pledge by Debtor
        of
        the Collateral pursuant to this Security Agreement or for the execution,
        delivery, or performance of this Security Agreement by Debtor, or (ii) for
        the
        exercise by Secured Party of the voting or other rights provided for in this
        Security Agreement or the remedies in respect of the Collateral pursuant
        to this
        Security Agreement (except
        as may
        be required in connection with the disposition of the Pledged Securities
        by laws
        affecting the offering and sale of securities generally). 

       

      (f)
        Maintenance
        of Collateral.
        All
        tangible Collateral which is useful in and necessary to Debtor’s business is in
        good repair and condition, ordinary wear and tear excepted. 

       

      (g)
        Liens.
        Debtor
        owns all presently existing Collateral, and will acquire all hereafter-acquired
        Collateral, free and clear of all liens, except
        Excepted
        Liens. 

       

      (h)
        Collateral.
        Annex
        B
        accurately lists all Collateral Notes, Collateral Note Security, Pledged
        Shares,
        Partnership Interests, and Material Agreements in which Debtor has any rights,
        titles, or interest (but such failure of such description to be accurate
        or
        complete shall not impair the Security Interest in such Collateral).


       

      (i)
        Instruments,
        Chattel Paper, Collateral Notes, and Collateral Note Security.
        All
        instruments and chattel paper, including, without limitation, the Collateral
        Notes, have been delivered to Secured Party, together
        with
        corresponding endorsements duly executed by Debtor in favor of Secured Party,
        and such endorsements have been duly and validly executed and are binding
        and
        enforceable against Debtor in accordance with their terms. Each Collateral
        Note
        and the documents evidencing the Collateral Note Security are in full force
        and
        effect; there have been no renewals or extensions of, or amendments,
        modifications, or supplements to, any thereof about which the Secured Party
        has
        not been advised in writing; and no “default”
        or
“event
        of default”
        has
        occurred and is continuing under any such Collateral Note or documents
        evidencing the Collateral Note Security. Debtor has good title to the Collateral
        Notes and Collateral Note Security, and such Collateral Notes and Collateral
        Note Security are free from any claim for credit, deduction, or allowance
        of a
        Collateral Obligor and free from any defense, condition, dispute, setoff,
        or
        counterclaim, and there is no extension or indulgence with respect thereto.
        

       

      Exhibit
        H
– Page 5

      
        
        

      

          

          
          


       

      (j)
        Pledged
        Securities; Pledged Shares.
        All
        Collateral that is Pledged Shares is duly authorized, validly issued, fully
        paid, and non-assessable, and the transfer thereof is not subject to any
        restrictions, other than restrictions imposed by applicable securities and
        corporate laws. The Pledged Securities include 100% of the issued and
        outstanding common stock or other equity interests of each Subsidiary owned
        by
        Debtor. As of the date hereof, no shares of capital stock or other equity
        securities are issued, reserved for issuance or outstanding, and there are
        no
        other options, warrants or other rights presently outstanding to purchase
        or
        otherwise acquire any authorized but unissued, unauthorized or treasury shares
        of capital stock of any subsidiary. None of the Pledged Shares is subject
        to
        preemptive rights. Debtor has good title to the Pledged Securities, free
        and
        clear of all Liens and encumbrances thereon (except
        for the
        Security Interest created hereby), and has delivered to Secured Party (i)
        all
        stock certificates, or other instruments or documents representing or evidencing
        the Pledged Securities, together
        with
        corresponding assignment or transfer powers duly executed in blank by Debtor,
        and such powers have been duly and validly executed and are binding and
        enforceable against Debtor in accordance with their terms or (ii) to the
        extent
        such Pledged Securities are uncertificated, an executed Control Agreement
        with
        respect to such Pledged Securities. The pledge of the Pledged Securities
        in
        accordance with the terms hereof creates a valid and perfected first priority
        security interest in the Pledged Securities securing payment of the
        Indebtedness. 

       

      (k)
        Partnership
        Interests.
        Each
        Partnership issuing a Partnership Interest, is duly organized, currently
        existing, and in good standing under all applicable laws; there have been
        no
        amendments, modifications, or supplements to any agreement or certificate
        creating any Partnership or any material contract relating to the Partnerships,
        of which Secured Party has not been advised in writing; no default or breach
        or
        event of default or breach has occurred and is continuing under any Partnership
        Agreement; and no approval or consent of the partners of any Partnership
        is
        required as a condition to the validity and enforceability of the Security
        Interest created hereby or the consummation of the transactions contemplated
        hereby which has not been duly obtained by Debtor. Debtor has good title
        to the
        Partnership Interests free and clear of all Liens and encumbrances (except
        for the
        Security Interest granted hereby). The Partnership Interests are validly
        issued,
        fully paid, and nonassessable and are not subject to statutory, contractual,
        or
        other restrictions governing their transfer, ownership, or control, which
        would
        materially adversely affect the rights of the Lenders hereunder or the ability
        of the Secured Party to exercise its rights or remedies with respect to the
        Partnership Interests, except
        as set
        forth on Annex
        C or
        applicable securities laws. None of the Partnership Interests is subject
        to
        preemptive rights. All capital contributions required to be made by the terms
        of
        the Partnership Agreements for each Partnership have been made. 

       

      (l)
        Accounts;
        General Intangibles.
        All
        Collateral that is accounts or general intangibles is free from any claim
        for
        credit, deduction, or allowance of a Collateral Obligor and free from any
        defense, condition, dispute, setoff, or counterclaim, and there is no extension
        or indulgence with respect thereto. 

       

      (m)
        Material
        Agreements.
        All
        Material Agreements to which Debtor is a party are set forth on Schedule
        7.23 to
        the
        Credit Agreement. Each Material Agreement is in full force and effect; there
        have been no amendments, modifications, or supplements to any Material Agreement
        of which Secured Party has not been advised in writing; and no default or
        breach
        or event of default or breach has occurred and is continuing under any Material
        Agreement. 

       

      The
        foregoing representations and warranties will be true and correct in all
        respects with respect to any additional Collateral or additional specific
        descriptions of certain Collateral delivered to Secured Party in the future
        by
        Debtor. The failure of any of these representations or warranties or any
        description of Collateral therein to be accurate or complete shall not impair
        the Security Interest in any such Collateral. 

       

      Exhibit
        H
– Page 6

      
        
           

        

      

          

          
          


      6.
        COVENANTS.
        So long
        as Lenders are committed to extend credit to Debtor under the Credit Agreement
        and thereafter until the Indebtedness is paid and performed in full, Debtor
        covenants and agrees with Secured Party that Debtor will: 

       

      (a)
        Credit
        Agreement.
        (i)
        Comply with, perform, and be bound by all covenants and agreements in the
        Credit
        Agreement that are applicable to it, its assets, or its operations, each
        of
        which is hereby ratified and confirmed (INCLUDING,
        WITHOUT LIMITATION, THE INDEMNIFICATION AND RELATED PROVISIONS IN
SECTION
        12.03
        OF THE CREDIT AGREEMENT);
        AND
        (ii) CONSENT TO AND APPROVE THE VENUE, SERVICE OF PROCESS, AND WAIVER OF
        JURY
        TRIAL PROVISIONS OF SECTION
        12.13
        OF THE CREDIT AGREEMENT. 

       

      (b)
        Information/Record
        of Collateral.
        Maintain, at the place where Debtor is entitled to receive notices under
        the
        Loan Documents, a current record of where all Collateral is located, permit
        representatives of Secured Party at any time during normal business hours
        to
        inspect and make abstracts from such records, and furnish to Secured Party,
        at
        such intervals as Secured Party may request, such documents, lists,
        descriptions, certificates, and other information as may be necessary or
        proper
        to keep Secured Party informed with respect to the identity, location, status,
        condition, and value of the Collateral. In addition, from time to time at
        the
        request of Secured Party deliver to Secured Party such information regarding
        Debtor as Secured Party may reasonably request.

       

      (c)
        Annexes.
        Immediately update all annexes hereto if any information therein shall become
        inaccurate or incomplete. Notwithstanding any other provision herein, Debtor’s
        failure to describe any Collateral required to be listed on any annex hereto
        shall not impair Secured Party’s Security Interest in the Collateral.


       

      (d)
        Perform
        Indebtedness.
        Fully
        perform all of Debtor’s duties under and in connection with each transaction to
        which the Collateral, or any part thereof, relates, so that the amounts thereof
        shall actually become payable in their entirety to Secured Party. Furthermore,
        notwithstanding anything to the contrary contained herein, (i) Debtor shall
        remain liable under the contracts, agreements, documents, and instruments
        included in the Collateral to the extent set forth therein to perform all
        of its
        duties and obligations thereunder to the same extent as if this Security
        Agreement had not been executed, (ii) the exercise by Secured Party of any
        of
        its rights or remedies hereunder shall not release Debtor from any of its
        duties
        or obligations under the contracts, agreements, documents, and instruments
        included in the Collateral, and (iii) Secured Party shall not have any
        indebtedness, liability, or obligation under any of the contracts, agreements,
        documents, and instruments included in the Collateral by reason of this Security
        Agreement, and Secured Party shall not be obligated to perform any of the
        obligations or duties of Debtor thereunder or to take any action to collect
        or
        enforce any claim for payment assigned hereunder. 

       

      (e)
        Notices.
        (i)
        Except as may be otherwise expressly permitted under the terms of the Credit
        Agreement, promptly notify Secured Party of (A) any change in any fact or
        circumstances represented or warranted by Debtor with respect to any of the
        Collateral or Indebtedness, (B) any claim, action, or proceeding affecting
        title
        to all or any of the Collateral or the Security Interest and, at the request
        of
        Secured Party, appear in and defend, at Debtor’s expense, any such action or
        proceeding, (C) any material change in the nature of the Collateral, (D)
        any
        material damage to or loss of Collateral, and (E) the occurrence of any
other event or condition (including, without limitation,
        matters as to Lien priority) that could have a material adverse effect on
        the
        Collateral (taken as a whole) or the Security Interest created hereunder;
        and
        (ii) give Secured Party thirty (30) days written notice before any proposed
        (A)
        relocation of its principal place of business or chief executive office,
        (B)
        change of its name, identity, or corporate structure, (C) relocation of the
        place where its books and records concerning its accounts are kept, (D)
        relocation of any Collateral (other
        than
        delivery
        of inventory in the ordinary course of business to third party contractors
        for
        processing and sales of inventory in the ordinary course of business or as
        permitted by the Credit Agreement) to a location not described on the attached
        Annex
        A,
        and (E)
        change of its jurisdiction of organization or organizational identification
        number, as applicable. Prior to making any of the changes contemplated in
        clause
        (ii)
        preceding, Debtor shall execute and deliver all such additional documents
        and
        perform all additional acts as Secured Party, in its sole discretion, may
        request in order to continue or maintain the existence and priority of the
        Security Interests in all of the Collateral. 

       

      Exhibit
        H
– Page 7

      
        
           

        

      

          

          
          


      (f)
        Collateral
        in Trust.
        Hold in
        trust (and not commingle with other assets of Debtor) for Secured Party all
        Collateral that is Collateral Notes or Pledged Securities, at any time received
        by Debtor, and promptly deliver same to Secured Party, unless
        Secured
        Party at its option (which may be evidenced only by a writing signed by Secured
        Party stating that Secured Party elects to permit Debtor to so retain) permits
        Debtor to retain the same, but any Collateral Notes or Pledged Securities,
        so
        retained shall be marked to state that they are assigned to Secured Party;
        each
        such instrument shall be endorsed to the order of Secured Party (but the
        failure
        of same to be so marked or endorsed shall not impair the Security Interest
        thereon). 

       

      (g)
        Control.
        Execute
        all documents and take any action required by Secured Party in order for
        Secured
        Party to obtain “control”
        (as
        defined in the UCC) with respect to Collateral consisting of uncertificated
        Pledged Securities. If Debtor at any time holds or acquires an interest in
        any
        electronic chattel paper or any “transferable
        record,”
        as that
        term is defined in the federal Electronic
        Signatures in Global and National Commerce Act,
        or in
        the Uniform
        Electronic Transactions Act
        as in
        effect in any relevant jurisdiction, promptly notify Secured Party thereof
        and,
        at the request of Secured Party, take such action as Secured Party may
        reasonably request to vest in Secured Party control under the UCC of such
        electronic chattel paper or control under the federal Electronic
        Signatures in Global and National Commerce Act
        or, as
        the case may be, the Uniform
        Electronic Transactions Act,
        as so
        in effect in such jurisdiction, of such transferable record. 

       

      (h)
        Further
        Assurances.
        At
        Debtor’s expense and Secured Party’s request, before or after a Default or Event
        of Default, (i) file or cause to be filed such applications and take such
        other
        actions as Secured Party may request to obtain the consent or approval of
        any
        Governmental Authority to Secured Party’s rights hereunder, including, without
        limitation, the Right to sell all the Collateral upon a Default or Event
        of
        Default without additional consent or approval from such Governmental Authority
        (and, because Debtor agrees that Secured Party’s remedies at law for failure of
        Debtor to comply with this provision would be inadequate and that such failure
        would not be adequately compensable in damages, Debtor agrees that its covenants
        in this provision may be specifically enforced); (ii) from time to time promptly
        execute and deliver to Secured Party all such other assignments, certificates,
        supplemental documents, and financing statements, and do all other acts or
        things as Secured Party may reasonably request in order to more fully create,
        evidence, perfect, continue, and preserve the priority of the Security Interest
        and to carry out the provisions of this Security Agreement; and (iii) pay
        all
        filing fees in connection with any financing, continuation, or termination
        statement or other instrument with respect to the Security Interests.


       

      Exhibit
        H
– Page 8

      
         

      

        

        
        


      (i)
        Encumbrances.
        Not
        create, permit, or suffer to exist, and shall defend the Collateral against,
        any
        Lien or other encumbrance on the Collateral, and shall defend Debtor’s rights in
        the Collateral and Secured Party’s Security Interest in, the Collateral against
        the claims and demands of all Persons except those holding or claiming Excepted
        Liens. Debtor shall do nothing to impair the rights of Secured Party in the
        Collateral. 

       

      (j)
        Estoppel
        and Other Agreements and Matters.
        Upon
        the reasonable request of Secured Party, either (i) use commercially reasonable
        efforts to cause the landlord or lessor for each location where any of its
        inventory or equipment is maintained to execute and deliver to Secured Party
        an
        estoppel and subordination agreement in such form as may be reasonably
        acceptable to Secured Party and its counsel, or
        (ii)
        deliver to Secured Party a legal opinion or other evidence (in each case
        that is
        reasonably satisfactory to Secured Party and it counsel) that neither the
        applicable lease nor the laws of the jurisdiction in which that location
        is
        situated provide for contractual, common law, or statutory landlord’s Liens that
        is senior to or pari
        passu
        with the
        Security Interest. 

       

      (k)
        Impairment
        of Collateral.
        Not use
        any of the Collateral, or permit the same to be used, for any unlawful purpose,
        in any manner that is reasonably likely to adversely impair the value or
        usefulness of the Collateral, or in any manner inconsistent with the provisions
        or requirements of any policy of insurance thereon nor affix or install any
        accessories, equipment, or device on the Collateral or on any component thereof
        if such addition will impair the original intended function or use of the
        Collateral or such component. 

       

      (l)
        Collateral
        Notes and Collateral Note Security.
        Without
        the prior written consent of Secured Party not (i) modify or substitute,
        or
        permit the modification or substitution of, any Collateral Note or any document
        evidencing the Collateral Note Security or (ii) release any Collateral Note
        Security unless specifically required by the terms thereof. 

       

      (m)
        Securities.
        Except
        as permitted by the Credit Agreement, not sell, exchange, or otherwise dispose
        of, or grant any option, warrant, or other right with respect to, any of
        the
        Pledged Securities; to the extent any issuer of any Pledged Securities is
        controlled by Debtor and/or its Affiliates, not permit such issuer to issue
        any
        additional shares of stock or other securities in addition to or in substitution
        for the Pledged Securities, except issuances to Debtor on terms acceptable
        to
        Secured Party; pledge hereunder, immediately upon Debtor’s acquisition (directly
        or indirectly) thereof, any and all additional shares of stock or other
        securities of each Subsidiary of Debtor; and take any action necessary,
        required, or requested by Secured Party to allow Secured Party to fully enforce
        its Security Interest in the Pledged Securities, including, without limitation,
        the filing of any claims with any court, liquidator, trustee, custodian,
        receiver, or other like person or party. 

       

      (n)
        Partnerships
        and Partnership Interests.
        (i)
        Promptly perform, observe, and otherwise comply with each and every covenant,
        agreement, requirement, and condition set forth in the contracts and agreements
        creating or relating to any Partnership; (ii) do or cause to be done all
        things
        necessary or appropriate to keep the Partnerships in full force and effect
        and
        the rights of Debtor and Secured Party thereunder unimpaired; (iii) except
        as
        expressly permitted by the Credit Agreement, not consent to any Partnership
        selling, leasing, or disposing of substantially all of its assets in a single
        transaction or a series of transactions; (iv) notify Secured Party of the
        occurrence of any default or breach or event of default or breach under any
        contract or agreement creating or relating to the Partnerships; (v) not consent
        to the amendment, modification, surrender, impairment, forfeiture, cancellation,
        dissolution, or termination of any Partnership, or material agreement relating
        thereto; (vi) except as permitted by the Credit Agreement, not transfer,
        sell,
        or assign any of the Partnership Interests or any part thereof; (vii) pledge
        hereunder, immediately upon Debtor’s acquisition (directly or indirectly)
        thereof, any and all additional Partnership Interests of any Partnership
        granted
        to Debtor; and any and all additional shares of stock or other securities
        of
        each; (viii) deliver to Secured Party a fully-executed Acknowledgment of
        Pledge,
        substantially in the form of Annex
        D,
        for
        each Partnership Interest; and (ix) take any action necessary, required,
        or
        requested by Secured Party to allow Secured Party to fully enforce its Security
        Interest in the Partnership Interests, including, without limitation, the
        filing
        of any claims with any court, liquidator, trustee, custodian, receiver, or
        other
        like person or party. 

       

      Exhibit
        H
– Page 9

      
      

        

        
        


       

      (o)
        Material
        Agreements.
        (i)
        Promptly perform, observe, and otherwise comply with each and every covenant,
        agreement, requirement, and condition set forth in the Material Agreements;
        (ii)
        do or cause to be done all things necessary or appropriate to keep the Material
        Agreements in full force and effect and the rights of Debtor and Secured
        Party
        thereunder unimpaired; (iii) notify Secured Party of the occurrence of any
        default or breach or event of default or breach under any Material Agreement;
        and (iv) without the prior written consent of Secured Party, not consent
        to the
        amendment, modification, surrender, impairment, forfeiture, cancellation,
        dissolution, or termination of any Material Agreement. 

       

      (p)
        Modification
        of Accounts.
        In
        accordance with prudent business practices, endeavor to collect or cause
        to be
        collected from each account debtor under its accounts, as and when due, any
        and
        all amounts owing under such accounts. Except in the ordinary course of business
        consistent with prudent business practices and industry standards, without
        the
        prior written consent of Secured Party, Debtor shall not (i) grant any extension
        of time for any payment with respect to any of the accounts, (ii) compromise,
        compound, or settle any of the accounts for less than the full amount thereof,
        (iii) release, in whole or in part, any Person liable for payment of any
        of the
        accounts, (iv) allow any credit or discount for payment with respect to any
        account other than trade discounts granted in the ordinary course of business,
        (v) release any Lien or guaranty securing any account, (vi) modify or
        substitute, or permit the modification or substitution of, any contract to
        which
        any of the Collateral which is accounts relates. 

       

      7.
        DEFAULT;
        REMEDIES.
        If an
        Event of Default exists, Secured Party may, at its election (but subject
        to the
        terms and conditions of the Credit Agreement), exercise any and all rights
        available to a secured party under the UCC, in addition to any and all other
        rights afforded by the Loan Documents, at law, in equity, or otherwise,
        including, without limitation, (a) requiring Debtor to assemble all or part
        of
        the Collateral and make it available to Secured Party at a place to be
        designated by Secured Party which is reasonably convenient to Debtor and
        Secured
        Party, (b) surrendering any policies of insurance on all or part of the
        Collateral and receiving and applying the unearned premiums as a credit on
        the
        Indebtedness, (c) applying by appropriate judicial proceedings for appointment
        of a receiver for all or part of the Collateral (and Debtor hereby consents
        to
        any such appointment), and (d) applying to the Indebtedness any cash held
        by
        Secured Party under this Security Agreement, including, without limitation,
        any
        cash in the Cash Collateral Account (defined in Section
        8(h)).

       

      (a)
        Notice.
        Reasonable notification of the time and place of any public sale of the
        Collateral, or reasonable notification of the time after which any private
        sale
        or other intended disposition of the Collateral is to be made, shall be sent
        to
        Debtor and to any other Person entitled to notice under the UCC; provided
        that,
        if any
        of the Collateral threatens to decline speedily in value or is of the type
        customarily sold on a recognized market, Secured Party may sell or otherwise
        dispose of the Collateral without notification, advertisement, or other notice
        of any kind. It is agreed that notice sent or given not less than ten days
        prior
        to the taking of the action to which the notice relates is reasonable
        notification and notice for the purposes of this subparagraph. 

       

      Exhibit
        H
– Page 10

      
        
        

      

          

          
          


      (b)
        Condition
        of Collateral; Warranties.
        Secured
        Party has no obligation to clean-up or otherwise prepare the Collateral for
        sale. Secured Party may sell the Collateral without giving any warranties
        as to
        the Collateral. Secured Party may specifically disclaim any warranties of
        title
        or the like. This procedure will not be considered adversely to affect the
        commercial reasonableness of any sale of the Collateral. 

       

      (c)
        Compliance
        with Other Laws.
        Secured
        Party may comply with any applicable state or federal law requirements in
        connection with a disposition of the Collateral and compliance will not be
        considered to adversely affect the commercial reasonableness of any sale
        of the
        Collateral. 

       

      (d)
        Sales
        of Pledged Securities.
        

       

      (i)
        Debtor agrees that, because of the Securities Act of 1933, as amended, or
        the
        rules and regulations promulgated thereunder (collectively, the “Securities
        Act”),
        or any
        other laws or regulations, and for other reasons, there may be legal or
        practical restrictions or limitations affecting Secured Party in any attempts
        to
        dispose of certain portions of the Pledged Securities and for the enforcement
        of
        its rights. For these reasons, Secured Party is hereby authorized by Debtor,
        but
        not obligated, upon the occurrence and during the continuation of an Event
        of
        Default, to sell all or any part of the Pledged Securities at private sale,
        subject to investment letter or in any other manner which will not require
        the
        Pledged Securities, or any part thereof, to be registered in accordance with
        the
        Securities Act or any other laws or regulations, at a reasonable price at
        such
        private sale or other distribution in the manner mentioned above. Debtor
        understands that Secured Party may in its discretion approach a limited number
        of potential purchasers and that a sale under such circumstances may yield
        a
        lower price for the Pledged Securities, or any part thereof, than would
        otherwise be obtainable if such Collateral were either afforded to a larger
        number or potential purchasers, registered under the Securities Act, or sold
        in
        the open market. Debtor agrees that any such private sale made under this
        Paragraph
        7(d)
        shall be
        deemed to have been made in a commercially reasonable manner, and that Secured
        Party has no obligation to delay the sale of any Pledged Securities to permit
        the issuer thereof to register it for public sale under any applicable federal
        or state securities laws. 

       

      (ii)
        Secured Party is authorized, in connection with any such sale, (A) to restrict
        the prospective bidders on or purchasers of any of the Pledged Securities
        to a
        limited number of sophisticated investors who will represent and agree that
        they
        are purchasing for their own account for investment and not with a view to
        the
        distribution or sale of any of such Pledged Securities, and (B) to impose
        such
        other limitations or conditions in connection with any such sale as Secured
        Party reasonably deems necessary in order to comply with applicable law.
        Debtor
        covenants and agrees that it will execute and deliver such documents and
        take
        such other action as Secured Party reasonably deems necessary in order that
        any
        such sale may be made in compliance with applicable law. Upon any such sale
        Secured Party shall have the right to deliver, assign, and transfer to the
        purchaser thereof the Pledged Securities so sold. Each purchaser at any such
        sale shall hold the Pledged Securities so sold absolutely free from any claim
        or
        right of Debtor of whatsoever kind, including any equity or right of redemption
        of Debtor. Debtor, to the extent permitted by applicable law, hereby
        specifically waives all rights of redemption, stay, or appraisal which it
        has or
        may have under any law now existing or hereafter enacted. 

       

      Exhibit
        H
– Page 11

      
        
        

      

          

          
          


      (iii)
        Debtor agrees that ten days’ written notice from Secured Party to Debtor of
        Secured Party’s intention to make any such public or private sale or sale at a
        broker’s board or on a securities exchange shall constitute reasonable notice
        under the UCC. Such notice shall (A) in case of a public sale, state the
        time
        and place fixed for such sale, (B) in case of sale at a broker’s board or on a
        securities exchange, state the board or exchange at which such a sale is
        to be
        made and the day on which the Pledged Securities, or the portion thereof
        so
        being sold, will first be offered for sale at such board or exchange, and
        (C) in
        the case of a private sale, state the day after which such sale may be
        consummated. Any such public sale shall be held at such time or times within
        ordinary business hours and at such place or places as Secured Party may
        fix in
        the notice of such sale. At any such sale, the Pledged Securities may be
        sold in
        one lot as an entirety or in separate parcels, as Secured Party may reasonably
        determine. Secured Party shall not be obligated to make any such sale pursuant
        to any such notice. Secured Party may, without notice or publication, adjourn
        any public or private sale or cause the same to be adjourned from time to
        time
        by announcement at the time and place fixed for the sale, and such sale may
        be
        made at any time or place to which the same may be so adjourned. 

       

      (iv)
        In
        case of any sale of all or any part of the Pledged Securities on credit or
        for
        future delivery, the Pledged Securities so sold may be retained by Secured
        Party
        until the selling price is paid by the purchaser thereof, but Secured Party
        shall not incur any liability in case of the failure of such purchaser to
        take
        up and pay for the Pledged Securities so sold and in case of any such failure,
        such Pledged Securities may again be sold upon like notice. Secured Party,
        instead of exercising the power of sale herein conferred upon it, may proceed
        by
        a suit or suits at law or in equity to foreclose the Security Interests and
        sell
        the Pledged Securities, or any portion thereof, under a judgment or decree
        of a
        court or courts of competent jurisdiction. 

       

      (v)
        Without limiting the foregoing, or imposing upon Secured Party any obligations
        or duties not required by applicable law, Debtor acknowledges and agrees
        that,
        in foreclosing upon any of the Pledged Securities, or exercising any other
        rights or remedies provided Secured Party hereunder or under applicable law,
        Secured Party may, but shall not be required to, (A) qualify or restrict
        prospective purchasers of the Pledged Securities by requiring evidence of
        sophistication or creditworthiness, and requiring the execution and delivery
        of
        confidentiality agreements or other documents and agreements as a condition
        to
        such prospective purchasers’ receipt of information regarding the Pledged
        Securities or participation in any public or private foreclosure sale process,
        (B) provide to prospective purchasers business and financial information
        regarding Debtor or the Companies available in the files of Secured Party
        at the
        time of commencing the foreclosure process, without the requirement that
        Secured
        Party obtain, or seek to obtain, any updated business or financial information
        or verify, or certify to prospective purchasers, the accuracy of any such
        business or financial information, or (C) offer for sale and sell the Pledged
        Securities with, or without, first employing an appraiser, investment banker,
        or
        broker with respect to the evaluation of the Pledged Securities, the
        solicitation of purchasers for Pledged Securities, or the manner of sale
        of
        Pledged Securities. 

       

      (e)
        Application
        of Proceeds.
        Secured
        Party shall apply the proceeds of any sale or other disposition of the
        Collateral under this Paragraph
        7
        in the
        following order: first,
        to the
        payment of all expenses incurred in retaking, holding, and preparing any
        of the
        Collateral for sale(s) or other disposition, in arranging for such sale(s)
        or
        other disposition, and in actually selling or disposing of the same (all
        of
        which are part of the Indebtedness); second,
        toward
        repayment of amounts expended by Secured Party under Paragraph
        8;
        and
        third, toward
        payment of the balance of the Indebtedness in the order and manner specified
        in
        the Credit Agreement. Any surplus remaining shall be delivered to Debtor
        or as a
        court of competent jurisdiction may direct. If the proceeds are insufficient
        to
        pay the Indebtedness in full, Debtor shall remain liable for any deficiency.
        

       

      Exhibit
        H
– Page 12

      
        
        

      

          

          
          


       

      (f)
        Sales
        on Credit.
        If
        Secured Party sells any of the Collateral upon credit, Debtor will be credited
        only with payments actually made by the purchaser, received by the Secured
        Party, and applied to the indebtedness of the purchaser. In the event the
        purchaser fails to pay for the Collateral, Secured Party may resell the
        Collateral and Debtor shall be credited with the proceeds of the sale.


       

      8.
        OTHER
        RIGHTS OF SECURED PARTY. 

       

      (a)
        Performance.
        If
        Debtor fails to keep the Collateral in good repair, working order, and
        condition, as required by the Loan Documents, or fails to pay when due all
        Taxes
        on any of the Collateral in the manner required by the Loan Documents, or
        fails
        to preserve the priority of the Security Interest in any of the Collateral,
        or
        fails to keep the Collateral insured as required by the Loan Documents, or
        otherwise fails to perform any of its obligations under the Loan Documents
        with
        respect to the Collateral, then Secured Party may, at its option, but without
        being required to do so, make such repairs, pay such Taxes, prosecute or
        defend
        any suits in relation to the Collateral, or insure and keep insured the
        Collateral in any amount deemed appropriate by Secured Party, or take all
        other
        action which Debtor is required, but has failed or refused, to take under
        the
        Loan Documents. Any sum which may be expended or paid by Secured Party under
        this subparagraph (including, without limitation, court costs and reasonable
        attorneys’ fees) shall bear interest from the dates of expenditure or payment at
        the Post-Default Rate until paid and, together
        with
        such
        interest, shall be payable by Debtor to Secured Party upon demand and shall
        be
        part of the Indebtedness. 

       

      (b)
        Collection.
        If an
        Event of Default exists and upon notice from Secured Party, each Collateral
        Obligor with respect to any payments on any of the Collateral (including,
        without limitation, dividends and other Distributions with respect to the
        Pledged Securities and Partnership Interests, payments on Collateral Notes,
        insurance proceeds payable by reason of loss or damage to any of the Collateral,
        or payments or distributions with respect to Deposit Accounts) is hereby
        authorized and directed by Debtor to make payment directly to Secured Party,
        regardless of whether Debtor was previously making collections thereon. Subject
        to Paragraph
        8(f)
        hereof,
        until such notice is given, Debtor is authorized to retain and expend all
        payments made on Collateral. If an Event of Default exists, Secured Party
        shall
        have the Right in its own name or in the name of Debtor to compromise or
        extend
        time of payment with respect to all or any portion of the Collateral for
        such
        amounts and upon such terms as Secured Party may determine; to demand, collect,
        receive, receipt for, sue for, compound, and give acquittances for any and
        all
        amounts due or to become due with respect to Collateral; to take control
        of cash
        and other proceeds of any Collateral; to endorse the name of Debtor on any
        notes, acceptances, checks, drafts, money orders, or other evidences of payment
        on Collateral that may come into the possession of Secured Party; to sign
        the
        name of Debtor on any invoice or bill of lading relating to any Collateral,
        on
        any drafts against Collateral Obligors or other Persons making payment with
        respect to Collateral, on assignments and verifications of accounts or other
        Collateral and on notices to Collateral Obligors making payment with respect
        to
        Collateral; to send requests for verification of obligations to any Collateral
        Obligor; and to do all other acts and things necessary to carry out the intent
        of this Security Agreement. If an Event of Default exists and any Collateral
        Obligor fails or refuses to make payment on any Collateral when due, Secured Party is authorized, in its sole
        discretion, either in
        its own name or in the name of Debtor, to take such action as Secured Party
        shall deem appropriate for the collection of any amounts owed with respect
        to
        Collateral or upon which a delinquency exists. Regardless of any other provision
        hereof, however, Secured Party shall never be liable for its failure to collect,
        or for its failure to exercise diligence in the collection of, any amounts
        owed
        with respect to Collateral, nor shall it be under any duty whatsoever to
        anyone
except
        Debtor
        to account for funds that it shall actually receive hereunder. Without limiting
        the generality of the foregoing, Secured Party shall have no responsibility
        for
        ascertaining any maturities, calls, conversions, exchanges, offers, tenders,
        or
        similar matters relating to any Collateral, or for informing Debtor with
        respect
        to any of such matters (irrespective of whether Secured Party actually has,
        or
        may be deemed to have, knowledge thereof). The receipt of Secured Party to
        any
        Collateral Obligor shall be a full and complete release, discharge, and
        acquittance to such Collateral Obligor, to the extent of any amount so paid
        to
        Secured Party. 

       

      Exhibit
        H
– Page 13

      
      

        

        
        


       

      (c)
        Proprietary
        Rights.
        For
        purposes of enabling Secured Party to exercise its rights and remedies under
        this Security Agreement and enabling Secured Party and its successors and
        assigns to enjoy the full benefits of the Collateral, Debtor hereby grants
        to
        Secured Party an irrevocable, nonexclusive license (exercisable without payment
        of royalty or other compensation to Debtor) to make, have made, use, sell,
        import, reproduce, distribute, display and perform publicly, create derivative
        works, perform by means of digital transmission, license, or sublicense any
        of
        the Proprietary Rights. Debtor shall provide Secured Party with reasonable
        access to all media in which any of the Proprietary Rights may be recorded
        or
        stored and all computer programs used for the completion or printout thereof.
        This license shall also inure to the benefit of all successors, assigns,
        and
        transferees of Secured Party. Upon the occurrence of a Event of Default,
        Secured
        Party may require that Debtor assign all of its right, title, and interest
        in
        and to the Proprietary Rights or any part thereof to Secured Party or such
        other
        Person as Secured Party may designate pursuant to documents satisfactory
        to
        Secured Party. If no Default or Event of Default exists, Debtor shall have
        the
        exclusive, non-transferable right and license to use the Proprietary Rights
        in
        the ordinary course of business and the exclusive right to grant to other
        Persons licenses and sublicenses with respect to the Proprietary Rights for
        full
        and fair consideration. 

       

      (d)
        Record
        Ownership of Securities.
        If a
        Default or Event of Default exists, Secured Party at any time may have any
        Collateral that is Pledged Securities and that is in the possession of Secured
        Party, or its nominee or nominees, registered in its name, or in the name
        of its
        nominee or nominees, as Secured Party; and, as to any Collateral that is
        Pledged
        Securities so registered, Secured Party shall execute and deliver (or cause
        to
        be executed and delivered) to Debtor all such proxies, powers of attorney,
        dividend coupons or orders, and other documents as Debtor may reasonably
        request
        for the purpose of enabling Debtor to exercise the voting rights and powers
        which it is entitled to exercise under this Security Agreement or to receive
        the
        dividends and other Distributions and payments in respect of such Collateral
        that is Pledged Securities or proceeds thereof which it is authorized to
        receive
        and retain under this Security Agreement. 

       

      (e)
        Voting
        of Securities.
        As long
        as no Default exists, Debtor is entitled to exercise all voting rights
        pertaining to any Pledged Securities and Partnership Interests; provided,
        however,
        that no
        vote shall be cast or consent, waiver, or ratification given or action taken
        without the prior written consent of Secured Party which would (x) be
        inconsistent with or violate any provision of this Security Agreement or
        any
        other Loan Document or (y) amend, modify, or waive any term, provision or
        condition of the certificate of incorporation, bylaws, certificate of formation,
        or other charter document, or other agreement relating to, evidencing, providing
        for the issuance of, or securing any Collateral; and provided
        further
        that
        Debtor shall give Secured Party at least five Business Days’
prior written notice in the form of an officers’ certificate of the manner in
        which it intends to exercise, or the reasons for refraining from exercising,
        any
        voting or other consensual rights pertaining to the Collateral or any part
        thereof which might have a material adverse effect on the value of the
        Collateral or any part thereof. If an Event of Default exists and if Secured
        Party elects to exercise such right, the right to vote any Pledged Securities
        shall be vested exclusively in Secured Party. To this end, Debtor hereby
        irrevocably constitutes and appoints Secured Party the proxy and
        attorney-in-fact of Debtor, with full power of substitution, to vote, and
        to act
        with respect to, any and all Collateral that is Pledged Securities standing
        in
        the name of Debtor or with respect to which Debtor is entitled to vote and
        act,
        subject to the understanding that such proxy may not be exercised unless
        an
        Event of Default exists. The proxy herein granted is coupled with an interest,
        is irrevocable, and shall continue until the Indebtedness has been paid and
        performed in full. 

       

      Exhibit
        H
– Page 14

      
      

        

        
        


       

      (f)
        Certain
        Proceeds.
        Notwithstanding any contrary provision herein, any and all 

       

      (i)
        dividends, interest, or other Distributions paid or payable other than in
        cash
        in respect of, and instruments and other property received, receivable, or
        otherwise distributed in respect of, or in exchange for, any Collateral;
        

       

      (ii)
        dividends, interest, or other Distributions hereafter paid or payable in
        cash in
        respect of any Collateral in connection with a partial or total liquidation
        or
        dissolution, or in connection with a reduction of capital, capital surplus,
        or
        paid-in-surplus; 

       

      (iii)
        cash paid, payable, or otherwise distributed in redemption of, or in exchange
        for, any Collateral; and 

       

      (iv)
        dividends, interest, or other Distributions paid or payable in violation
        of the
        Loan Documents, 

       

      shall
        be
        part of the Collateral hereunder, and shall, if received by Debtor, be held
        in
        trust for the benefit of Secured Party, and shall forthwith be delivered
        to
        Secured Party (accompanied by proper instruments of assignment and/or stock
        and/or bond powers executed by Debtor in accordance with Secured Party’s
        instructions) to be held subject to the terms of this Security Agreement.
        Any
        cash proceeds of Collateral which come into the possession of Secured Party
        on
        and after the occurrence of an Event of Default (including, without limitation,
        insurance proceeds) may, at Secured Party’s option, be applied in whole or in
        part to the Indebtedness (to the extent then due), be released in whole or
        in
        part to or on the written instructions of Debtor for any general or specific
        purpose, or be retained in whole or in part by Secured Party as additional
        Collateral. Any cash Collateral in the possession of Secured Party may be
        invested by Secured Party in certificates of deposit issued by Secured Party
        (if
        Secured Party issues such certificates) or by any state or national bank
        having
        combined capital and surplus greater than $100,000,000 with a rating from
        Moody’s and S&P of P-1
        and
A-1+,
        respectively, or in securities issued or guaranteed by the United States
        of
        America or any agency thereof. Secured Party shall never be obligated to
        make
        any such investment and shall never have any liability to Debtor for any
        loss
        which may result therefrom. All interest and other amounts earned from any
        investment of Collateral may be dealt with by Secured Party in the same manner
        as other cash Collateral. The provisions of this subparagraph are applicable
        whether or not a Default or Event of Default exists. 

       

      Exhibit
        H
– Page 15

      
      

        

        
        


      (g)
        Use
        and Operation of Collateral.
        Should
        any Collateral come into the possession of Secured Party, Secured Party may
        use
        or operate such Collateral for the purpose of preserving it or its value
        pursuant to the order of a court of appropriate jurisdiction or in accordance
        with any other rights held by Secured Party in respect of such Collateral.
        Debtor covenants to promptly reimburse and pay to Secured Party, at Secured
        Party’s request, the amount of all reasonable expenses (including, without
        limitation, the cost of any insurance and payment of Taxes or other charges)
        incurred by Secured Party in connection with its custody and preservation
        of
        Collateral, and all such expenses, costs, Taxes, and other charges shall
        bear
        interest at the Post-Default Rate until repaid and, together
        with
        such
        interest, shall be payable by Debtor to Secured Party upon demand and shall
        become part of the Indebtedness. However, the risk of accidental loss or
        damage
        to, or diminution in value of, Collateral is on Debtor, and Secured Party
        shall
        have no liability whatever for failure to obtain or maintain insurance, nor
        to
        determine whether any insurance ever in force is adequate as to amount or
        as to
        the risks insured. With respect to Collateral that is in the possession of
        Secured Party, Secured Party shall have no duty to fix or preserve rights
        against prior parties to such Collateral and shall never be liable for any
        failure to use diligence to collect any amount payable in respect of such
        Collateral, but shall be liable only to account to Debtor for what it may
        actually collect or receive thereon. The provisions of this subparagraph
        are
        applicable whether or not an Event of Default exists. 

       

      (h)
        Power
        of Attorney.
        Debtor
        hereby irrevocably constitutes and appoints Secured Party and any officer
        or
        agent thereof, with full power of substitution, as its true and lawful
        attorney-in-fact with full irrevocable power and authority in the name of
        Debtor
        or in its own name, to take after the occurrence and during the continuance
        of
        an Event of Default and from time to time thereafter, any and all action
        and to
        execute any and all documents and instruments which Secured Party at any
        time
        and from time to time deems necessary or desirable to accomplish the purposes
        of
        this Security Agreement and, without limiting the generality of the foregoing,
        Debtor hereby gives Secured Party the power and right on behalf of Debtor
        and in
        its own name to do any of the following after the occurrence and during the
        continuance of an Event of Default and from time to time thereafter, without
        notice to or the consent of Debtor: 

       

      (i)
        to
        receive, endorse, and collect any drafts or other instruments or documents
        in
        connection with clause
        (b)
        above
        and this clause
        (i);
        

       

      (ii)
        to
        demand, sue for, collect, or receive, in the name of Debtor or in its own
        name,
        any money or property at any time payable or receivable on account of or
        in
        exchange for any of the Collateral and, in connection therewith, endorse
        checks,
        notes, drafts, acceptances, money orders, documents of title or any other
        instruments for the payment of money under the Collateral or any policy of
        insurance; 

       

      (iii)
        to
        pay or discharge taxes, Liens, or other encumbrances levied or placed on
        or
        threatened against the Collateral; 

       

      (iv)
        to
        notify post office authorities to change the address for delivery of Debtor
        to
        an address designated by Secured Party and to receive, open, and dispose
        of mail
        addressed to Debtor; and 

       

      Exhibit
        H
– Page 16

      
      

        

        
        


       

      (v)
        (A)
        to direct account debtors and any other parties liable for any payment under
        any
        of the Collateral to make payment of any and all monies due and to become
        due
        thereunder directly to Secured Party or as Secured Party shall direct; (B)
        to
        receive payment of and receipt for any and all monies, claims, and other
        amounts
        due and to become due at any time in respect of or arising out of any
        Collateral; (C) to sign and endorse any invoices, freight or express bills,
        bills of lading, storage or warehouse receipts, drafts against debtors,
        assignments, proxies, stock powers, verifications, and notices in connection
        with accounts and other documents relating to the Collateral; (D) to commence
        and prosecute any suit, action, or proceeding at law or in equity in any
        court
        of competent jurisdiction to collect the Collateral or any part thereof and
        to
        enforce any other right in respect of any Collateral; (E) to defend any suit,
        action, or proceeding brought against Debtor with respect to any Collateral;
        (F)
        to settle, compromise, or adjust any suit, action, or proceeding described
        above
        and, in connection therewith, to give such discharges or releases as Secured
        Party may deem appropriate; (G) to exchange any of the Collateral for other
        property upon any merger, consolidation, reorganization, recapitalization,
        or
        other readjustment of the issuer thereof and, in connection therewith, deposit
        any of the Collateral with any committee, depositary, transfer agent, registrar,
        or other designated agency upon such terms as Secured Party may determine;
        (H)
        to add or release any guarantor, indorser, surety, or other party to any
        of the
        Collateral; (I) to renew, extend, or otherwise change the terms and conditions
        of any of the Collateral; (J) to make, settle, compromise or adjust any claims
        under or pertaining to any of the Collateral (including claims under any
        policy
        of insurance); (K) to execute on behalf of Debtor any financing statements
        or
        continuation statements with respect to the Security Interests created hereby,
        and to do any and all acts and things to protect and preserve the Collateral,
        including, without limitation, the protection and prosecution of all rights
        included in the Collateral; and (L) to sell, transfer, pledge, convey, make
        any
        agreement with respect to or otherwise deal with any of the Collateral as
        fully
        and completely as though Secured Party were the absolute owner thereof for
        all
        purposes, and to do, at Secured Party’s option and Debtor’s expense, at any
        time, or from time to time, all acts and things which Secured Party deems
        necessary to protect, preserve, maintain, or realize upon the Collateral
        and
        Secured Party’s security interest therein. 

       

      This
        power of attorney is a power coupled with an interest and shall be irrevocable.
        Secured Party shall be under no duty to exercise or withhold the exercise
        of any
        of the rights, powers, privileges, and options expressly or implicitly granted
        to Secured Party in this Security Agreement, and shall not be liable for
        any
        failure to do so or any delay in doing so. Neither Secured Party nor any
        Person
        designated by Secured Party shall be liable for any act or omission or for
        any
        error of judgment or any mistake of fact or law. This power of attorney is
        conferred on Secured Party solely to protect, preserve, maintain, and realize
        upon its Security Interest in the Collateral. Secured Party shall not be
        responsible for any decline in the value of the Collateral and shall not
        be
        required to take any steps to preserve rights against prior parties or to
        protect, preserve, or maintain any Lien given to secure the Collateral.


       

      (i)
        Purchase
        Money Collateral.
        To the
        extent that Secured Party or any Lender has advanced or will advance funds
        to or
        for the account of Debtor to enable Debtor to purchase or otherwise acquire
        rights in Collateral, Secured Party or such Lender, at its option, may pay
        such
        funds (i) directly to the Person from whom Debtor will make such purchase
        or
        acquire such rights, or (ii) to Debtor, in which case Debtor covenants to
        promptly pay the same to such Person, and forthwith furnish to Secured Party
        evidence satisfactory to Secured Party that such payment has been made from
        the
        funds so provided. 

       

      (j)
        Subrogation.
        If any
        of the Indebtedness is given in renewal or extension or applied toward the
        payment of indebtedness secured by any Lien, Secured Party shall be, and
        is
        hereby, subrogated to all of the rights, titles, interests, and Liens securing
        the indebtedness so renewed, extended, or paid. 

       

      Exhibit
        H
– Page 17

      
      

        

        
        


       

      (k)
        Indemnification.
        Debtor
        hereby assumes all liability for the Collateral, for the Security Interest,
        and
        for any use, possession, maintenance, and management of, all or any of the
        Collateral, including, without limitation, any Taxes arising as a result
        of, or
        in connection with, the transactions contemplated herein, and agrees to assume
        liability for, and to indemnify and hold Secured Party and each Lender harmless
        from and against, any and all claims, causes of action, or liability, for
        injuries to or deaths of Persons and damage to property, howsoever arising
        from
        or incident to such use, possession, maintenance, and management, whether
        such
        Persons be agents or employees of Debtor or of third parties, or such damage
        be
        to property of Debtor or of others. Debtor agrees to indemnify, save, and
        hold
        Secured Party and each Lender harmless from and against, and covenants to
        defend
        Secured Party and each Lender against, any and all losses, damages, claims,
        costs, penalties, liabilities, and expenses (collectively, “Claims”),
        including, without limitation, court costs and attorneys’ fees, AND
        ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF SECURED PARTY OR ANY
        LENDER,
        OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, ADVISORS, EMPLOYEES,
        OR
        REPRESENTATIVES,
        howsoever arising or incurred because of, incident to, or with respect to
        Collateral or any use, possession, maintenance, or management thereof;
provided,
        however,
        that the
        indemnity set forth in this Paragraph
        8(l)
        will not
        apply to Claims caused by the gross negligence or willful misconduct of Secured
        Party or any Lender. 

       

      (l)
        Continuing
        Liability.
        Notwithstanding anything to the contrary contained in this Security Agreement,
        (i) Debtor shall remain liable under the contracts, agreements, documents,
        and
        instruments included in the Collateral to the extent set forth therein to
        perform all of its duties and obligation thereunder to the same extent as
        if
        this Security Agreement had not been executed, (ii) the exercise by Secured
        Party of any of its rights or remedies hereunder shall not release Debtor
        from
        any of its duties or obligations under the contracts, agreements, documents,
        and
        instruments included in the Collateral, and (iii) Secured Party shall not
        have
        any indebtedness, liability, or obligation under any of the contracts,
        agreements, documents, and instruments included in the Collateral by reason
        of
        this Security Agreement, and Secured Party shall not be obligated to perform
        any
        of the obligations or duties of Debtor thereunder or to take any action to
        collect or enforce any claim for payment assigned hereunder. 

       

      9.
        MISCELLANEOUS. 

       

      (a)
        Continuing
        Security Interest.
        This
        Security Agreement creates a continuing security interest in the Collateral
        and
        shall (i) remain in full force and effect until the termination of the
        obligations of Lenders to advance Borrowings or issue Letters of Credit under
        the Loan Documents, the payment in full of the Indebtedness, and the expiration
        of all Letters of Credit and all Hedging Agreements issued by any Lender
        or any
        Affiliate of any Lender to any Obligor; and (ii) inure to the benefit of
        and be
        enforceable by Secured Party, Lenders, and their respective successors,
        transferees, and assigns. Without limiting the generality of the foregoing
        clause
        (ii),
        Secured
        Party and Lenders may assign or otherwise transfer any of their respective
        rights under this Security Agreement to any other Person in accordance with
        the
        terms and provisions of Section
        12.06
        of the
        Credit Agreement, and to the extent of such assignment or transfer such Person
        shall thereupon become vested with all the rights and benefits in respect
        thereof granted herein or otherwise to Secured Party or Lenders, as the case
        may
        be. Upon payment in full of the Indebtedness, the termination of the commitment
        of Lenders to extend credit or issue Letters of Credit under the Loan Documents,
        and the expiration and termination of all Letters of Credit and Hedging
        Agreements issued by any Lender or any Affiliate of any Lender to any Obligor,
        Debtor shall be entitled to the return, upon its request and at its expense,
        of
        such of the Collateral as shall not have been sold or otherwise applied pursuant
        to the terms hereof. 

       

      Exhibit
        H
– Page 18

      
      

        

        
        


       

      (b)
        Reference
        to Miscellaneous Provisions.
        This
        Security Agreement is one of the “Loan
        Documents”
        referred
        to in the Credit Agreement, and all provisions relating to Loan Documents
        set
        forth in Section
        12
        of the
        Credit Agreement, other than the provisions relating to governing law, are
        incorporated herein by reference, the same as if set forth herein verbatim.
        

       

      (c)
        Term.
        Upon
        the later of (i) the termination of Lenders’ commitments to fund Loans and issue
        Letters of Credit under the Credit Agreement and (ii) the full and final
        payment
        and performance of the Indebtedness (including expiration of any Hedging
        Agreements between Debtor and by Lender or its Affiliate), this Security
        Agreement shall thereafter terminate upon receipt by Secured Party of Debtor’s
        written notice of such termination; provided
        that
        no
        Collateral Obligor, if any, on any of the Collateral shall ever be obligated
        to
        make inquiry as to the termination of this Security Agreement, but shall
        be
        fully protected in making payment directly to Secured Party until actual
        notice
        of such total payment of the Indebtedness is received by such Collateral
        Obligor. 

       

      (d)
        Actions
        Not Releases.
        The
        Security Interest and Debtor’s obligations and Secured Party’s rights hereunder
        shall not be released, diminished, impaired, or adversely affected by the
        occurrence of any one or more of the following events: (i) the taking or
        accepting of any other security or assurance for any or all of the Indebtedness;
        (ii) any release, surrender, exchange, subordination, or loss of any security
        or
        assurance at any time existing in connection with any or all of the
        Indebtedness; (iii) the modification of, amendment to, or waiver of compliance
        with any terms of any of the other Loan Documents without the notification
        or
        consent of Debtor, except
        as
        required therein (the right to such notification or consent being herein
        specifically waived by Debtor); (iv) the insolvency, bankruptcy, or lack
        of
        corporate or trust power of any party at any time liable for the payment
        of any
        or all of the Indebtedness, whether now existing or hereafter occurring;
        (v) any
        renewal, extension, or rearrangement of the payment of any or all of the
        Indebtedness, either with or without notice to or consent of Debtor, or any
        adjustment, indulgence, forbearance, or compromise that may be granted or
        given
        by Secured Party or any Lender to Debtor; (vi) any neglect, delay, omission,
        failure, or refusal of Secured Party or any Lender to take or prosecute any
        action in connection with any other agreement, document, guaranty, or instrument
        evidencing, securing, or assuring the payment of all or any of the Indebtedness;
        (vii) any failure of Secured Party or any Lender to notify Debtor of any
        renewal, extension, or assignment of the Indebtedness or any part thereof,
        or
        the release of any Collateral or other security, or of any other action taken
        or
        refrained from being taken by Secured Party or any Lender against Debtor
        or any
        new agreement between or among Secured Party or one or more Lenders and Debtor,
        it
        being understood that
        except
        as expressly provided herein, neither Secured Party nor any Lender shall
        be
        required to give Debtor any notice of any kind under any circumstances
        whatsoever with respect to or in connection with the Indebtedness, including,
        without limitation, notice of acceptance of this Security Agreement or any
        Collateral ever delivered to or for the account of Secured Party hereunder;
        (viii) the illegality, invalidity, or unenforceability of all or any part
        of the
        Indebtedness against any party obligated with respect thereto by reason of
        the
        fact that the Indebtedness, or the interest paid or payable with respect
        thereto, exceeds the amount permitted by law, the act of creating the
        Indebtedness, or any part thereof, is ultra
        vires,
        or the
        officers, partners, or trustees creating same acted in excess of their
        authority, or for any other reason; or (ix) if any payment by any party
        obligated with respect thereto is held to constitute a preference under
        applicable laws or for any other reason Secured Party or any Lender is required
        to refund such payment or pay the amount thereof to someone else. 

       

      (e)
        Waivers.
        Except
        to the
        extent expressly otherwise provided herein or in other Loan Documents and
        to the
        fullest extent permitted by applicable law, Debtor waives (i) any right to
        require Secured Party or any Lender to proceed against any other Person,
        to
        exhaust its rights in Collateral, or to pursue any other right which Secured
        Party or any Lender may have; (ii) with respect to the Indebtedness, presentment
        and demand for payment, protest, notice of protest and nonpayment, and notice
        of
        the intention to accelerate; and (iii) all rights of marshaling in respect
        of
        any and all of the Collateral. 

       

      Exhibit
        H
– Page 19

      
      

        

        
        


       

      (f)
        Financing
        Statement; Authorization.
        Secured
        Party shall be entitled at any time to file this Security Agreement or a
        carbon,
        photographic, or other reproduction of this Security Agreement, as a financing
        statement, but the failure of Secured Party to do so shall not impair the
        validity or enforceability of this Security Agreement. Debtor hereby irrevocably
        authorizes Secured Party at any time and from time to time to file in any
        UCC
        jurisdiction any initial financing statements and amendments thereto (without
        the requirement for Debtor’s signature thereon) that (i) describe the Collateral
        (A) as “all assets of Debtor” or words of similar effect, regardless of whether
        any particular asset comprised in the Collateral falls within the scope of
        Article 9 of the UCC of the state or such jurisdiction or whether such assets
        are included in the Collateral hereunder, or (B) as being of an equal or
        lesser
        scope or with greater detail, and (ii) contain any other information required
        by
        Article 9 of the UCC of the state or such jurisdiction for the sufficiency
        or
        filing office acceptance of any financing statement or amendment, including
        whether the Debtor is an organization, the type of organization, and any
        organization identification number issued to Debtor. Debtor agrees to furnish
        any such information to Secured Party promptly upon request. 

       

      (g)
        Amendments.
        This
        Security Agreement may be amended only by an instrument in writing executed
        jointly by Debtor and Secured Party, and supplemented only by documents
        delivered or to be delivered in accordance with the express terms hereof.
        

       

      (h)
        Multiple
        Counterparts.
        This
        Security Agreement has been executed in a number of identical counterparts,
        each
        of which shall be deemed an original for all purposes and all of which
        constitute, collectively, one agreement; but, in making proof of this Security
        Agreement, it shall not be necessary to produce or account for more than
        one
        such counterpart. Signatures transmitted by facsimile shall be binding and
        deemed original until such original signatures are received from the parties
        hereto by the Secured Party. 

       

      (i)
        Parties
        Bound; Assignment.
        This
        Security Agreement shall be binding on Debtor and Debtor’s heirs, legal
        representatives, successors, and assigns and shall inure to the benefit of
        Secured Party and Secured Party’s successors and assigns.

       

      (i)
        Secured Party is the administrative agent for each Lender under the Credit
        Agreement, the Security Interest and all rights granted to Secured Party
        hereunder or in connection herewith are for the ratable benefit of each Lender,
        and Secured Party may, without the joinder of any Lender, exercise any and
        all
        rights in favor of Secured Party or Lenders hereunder, including, without
        limitation, conducting any foreclosure sales hereunder, and executing full
        or
        partial releases hereof, amendments or modifications hereto, or consents
        or
        waivers hereunder. The rights of each Lender vis-a-vis
        Secured
        Party and each other Lender may be subject to one or more separate agreements
        between or among such parties, but Debtor need not inquire about any such
        agreement or be subject to any terms thereof unless
        Debtor
        specifically joins therein; and consequently, neither Debtor nor Debtor’s heirs,
        personal representatives, successors, and assigns shall be entitled to any
        benefits or provisions of any such separate agreements or be entitled to
        rely
        upon or raise as a defense, in any manner whatsoever, the failure or refusal
        of
        any party thereto to comply with the provisions thereof. 

       

      Exhibit
        H
– Page 20

      
      

        

        
        


       

      (ii)
        Debtor may not, without the prior written consent of Secured Party, assign
        any
        rights, duties, or obligations hereunder. 

       

      (j)
        GOVERNING
        LAW.
        THE
        SUBSTANTIVE LAWS OF THE
        STATE OF
        TEXAS, EXCEPT TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION GOVERN THE
        CREATION, PERFECTION, VALIDITY, OR ENFORCEMENT OF
        LIENS
        UNDER THIS
        SECURITY
        AGREEMENT,
        AND
        THE APPLICABLE FEDERAL LAWS OF THE
        UNITED
        STATES
        OF
        AMERICA,
        SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF
        THIS
        SECURITY
        AGREEMENT AND
        ALL OF THE OTHER
        LOAN
        DOCUMENTS.
        

       

      Remainder
        of Page Intentionally Blank. 

      Signature
        Page to Follow. 

       

      
        Exhibit
          H
– Page 21

      

      

      
      


       

      
        EXECUTED
          as of the date first stated in this Pledge, Assignment, and Security Agreement.
          

         

        
          	
                  

                	 
	
                  as
                    DEBTOR

                	 


        

         

        Exhibit
          H - Pledge, Assignment and Security Agreement

        Signature
          Page

        

        
        


         

        ANNEX
          A TO SECURITY AGREEMENT  

         

        DEBTOR
          INFORMATION AND LOCATION OF COLLATERAL  

         

        (TO
          BE PROVIDED BY BORROWER)  

         

        
          	
                  A.

                	
                  Exact
                    Legal Name of Debtor: 

                	 	 
	
                  B.

                	
                  Mailing
                    Address of Debtor: 

                	
                  
  	 
	 	 	
                  
  	 
	 	 	
                  
  	 


        

        


        
          	
                  C.

                	
                  Type
                    of Entity: 

                	 
	
                  D.

                	
                  Jurisdiction
                    of Organization: 

                	 
	
                  E.

                	
                  State
                    Issued Organizational Identification Number: 

                	 


        

         

        Exhibit
          H
          - Annex A to Security Agreement

        

        
        


         

        ANNEX
          B TO SECURITY AGREEMENT

         

        COLLATERAL
          DESCRIPTIONS

         

        (TO
          BE PROVIDED BY BORROWER)

         

        
          
            	
                    A.

                  	
                    Collateral
                      Notes and Collateral Note Security:

                  
	
                    B.

                  	
                    Pledged
                      Shares: 

                  
	
                    C.

                  	
                    Partnership
                      Interests:

                  
	
                    D.

                  	
                    Material
                      Agreements: 

                  


          

        

         

        Exhibit
          H
          - Annex B to Security Agreement

        
        

          

          
          


        ANNEX
          C TO SECURITY AGREEMENT 

         

        STATUTORY,
          CONTRACTUAL, OR OTHER RESTRICTIONS GOVERNING THE TRANSFER,

        OWNERSHIP,
          OR CONTROL OF THE PARTNERSHIP INTERESTS

         

        (TO
          BE PROVIDED BY BORROWER)

         

        Exhibit
          H
          - Annex C to Security Agreement

        Page
          1

        
        

          

          
          


        ANNEX
          D TO SECURITY AGREEMENT

         

        ACKNOWLEDGMENT
          OF PLEDGE 

         

        
          	
                  PARTNERSHIP:
                    ______________________

                	
                  INTEREST
                    OWNER:___________________ 

                


        

         

        BY
          THIS
          ACKNOWLEDGMENT OF PLEDGE, dated as of _______, 20___, _______ (the “Partnership”)
          hereby
          acknowledges the pledge in favor of Wachovia Bank, National Association
          (“Pledgee”),
          in its
          capacity as Administrative Agent for certain Lenders and as Secured Party
          under
          that certain Pledge, Assignment, and Security Agreement dated as of _______,
          ______ (as amended, modified, supplemented, or restated from time to time,
          the
“Security
          Agreement”),
          against, and a security interest in favor of Pledgee in, all of __________’s
          (the “Interest
          Owner”)
          rights
          in connection with any partnership interest in the Partnership now and
          hereafter
          owned by the Interest Owner (“Partnership
          Interest”).

         

        A.
          Pledge
          Records.
          The
          Partnership has identified Pledgee’s interest in all of the Interest Owner’s
          Right, title, and interest in and to all of the Interest Owner’s Partnership
          Interest as subject to a pledge and security interest in favor of Pledgee
          in the
          Partnership Records. 

         

        B.
          Partnership
          Distributions, Accounts, and Correspondence.
          The
          Partnership hereby acknowledges that (i) all proceeds, distributions, and
          other
          amounts payable to the Interest Owner, including, without limitation, upon
          the
          termination, liquidation, and dissolution of the Partnership shall be paid
          and
          remitted to the Pledgee upon demand, (ii) all funds in deposit accounts
          shall be
          held for the benefit of Pledgee, and (iii) all future correspondence,
          accountings of distributions, and tax returns of the Partnership shall
          be
          provided to the Pledgee. The Partnership acknowledges and accepts such
          direction
          and hereby agrees that it shall, upon the written demand by the Administrative
          Agent, pay directly to the Administrative Agent at such address any and
          all
          distributions, income, and cash flow arising from the Partnership Interests
          whether payable in cash, property or otherwise, subject to and in accordance
          with the terms and conditions of the Partnership. The Pledgee may from
          time to
          time notify the Partnership of any change of address to which such amounts
          are
          to be paid. 

         

        Remainder
          of Page Intentionally Blank.

        Signature
          Page to Follow.

         

        Annex
          D
          to Security Agreement

        Page
          1

        
        

          

          
          


         

        EXECUTED
          as of the date first stated in this Acknowledgment of Pledge. 

         

        
          	
                	 	 
	 	
                  
                    
 

                
	 	By:  	 
	 	 	
                  

                
	 	 Name:	 
	 	 	
                  

                
	 	 Title: 	 
	 	 	
                  

                


          
            	
                  	 	 
	 	
                     

                      [PARTNERSHIP]

                    

                  
	 	 	
                  
	 	By:  	 
	 	 	
                    
                      
                                As
                      General Partner

                  
	 	 Name:	 
	 	 	
                    

                  
	 	 Title: 	 
	 	 	
                    

                  


             

          

        

        Exhibit
          H
          - Annex D to Security Agreement 

        Page
          2

      

      
        



      

    

          

          
          


    
       

    





    EXHIBIT
      I

     

    FORM
      OF HEDGING COMPLIANCE REPORT

     

    (Attached)
      

     

    Exhibit
      I
      - Page 1


    








     

    SCHEDULE
      7.03

     

    LITIGATION

     

    None.
      

     

    SCHEDULE
      7.03 TO CREDIT AGREEMENT - Page 1

    








    
 

    SCHEDULE
      7.10

     

    OWNERSHIP
      REPORT

     

    SCHEDULE
      7.10 TO CREDIT AGREEMENT Page
      1

    








    
 

    SCHEDULE
      7.14

    PARTNERSHIP
      INTERESTS

     

    
      	
              Progam
                #

            	 	
              Program
                Name

            	 	
              
                Well

                Count

              

            	 	
              GP%

            	 	
              
                GP
                  as

                LP%

              

            	 	
              
                Atlas
                  Total

                Interest

              

            	 	
              GP

            	 
	
              19

            	 	 	
              VIKING
                RESOURCES 1999 LP

            	 	 	
              22

            	 	 	
              25.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              25.00

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              21

            	 	 	
              VIKING
                89 CANTON

            	 	 	
              4

            	 	 	
              63.50

            	
              %

            	 	
              0.00

            	
              %

            	 	
              63.50

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              22

            	 	 	
              VIKING
                1990-2 ACCREDITED ONLY

            	 	 	
              4

            	 	 	
              54.85

            	
              %

            	 	
              0.00

            	
              %

            	 	
              54.85

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              23

            	 	 	
              VIKING
                RESOURCES 1991-1

            	 	 	
              8

            	 	 	
              60.79

            	
              %

            	 	
              2.31

            	
              %

            	 	
              63.10

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              24

            	 	 	
              1991
                VIKING RESOURCES LTD.PSHP

            	 	 	
              14

            	 	 	
              35.32

            	
              %

            	 	
              0.86

            	
              %

            	 	
              36.18

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              25

            	 	 	
              1991
                BRYAN JOINT VENTURE

            	 	 	
              2

            	 	 	
              30.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              30.00

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              26

            	 	 	
              1992
                VIKING RESOURCES LTD.PSHP

            	 	 	
              6

            	 	 	
              35.26

            	
              %

            	 	
              2.00

            	
              %

            	 	
              37.27

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              27

            	 	 	
              1992-2
                VIKING RESOURCES

            	 	 	
              3

            	 	 	
              30.68

            	
              %

            	 	
              1.37

            	
              %

            	 	
              32.05

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              28

            	 	 	
              1993
                VIKING RESOURCES LTD.PSHP

            	 	 	
              9

            	 	 	
              30.93

            	
              %

            	 	
              2.70

            	
              %

            	 	
              33.63

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              29

            	 	 	
              1994
                VIKING RESOURCES LTD.PSHP

            	 	 	
              33

            	 	 	
              30.00

            	
              %

            	 	
              1.07

            	
              %

            	 	
              31.07

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              30

            	 	 	
              1995
                VIKING RESOURCES LTD.PSHP

            	 	 	
              48

            	 	 	
              30.00

            	
              %

            	 	
              3.25

            	
              %

            	 	
              33.25

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              31

            	 	 	
              1996
                VIKING RESOURCES LTD.PSHP

            	 	 	
              51

            	 	 	
              30.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              30.00

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              32

            	 	 	
              1997
                VIKING RESOURCES LTD.PSHP

            	 	 	
              45

            	 	 	
              30.00

            	
              %

            	 	
              0.18

            	
              %

            	 	
              30.18

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              33

            	 	 	
              1998
                VIKING RESOURCES LTD.PSHP

            	 	 	
              31

            	 	 	
              25.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              25.00

            	
              %

            	 	
              Viking
                Resources LLC

            	 
	
              100040

            	 	 	
              CMSV/RAI
                1989 DRILLING PROGRAM

            	 	 	
              14

            	 	 	
              20.00

            	
              %

            	 	
              65.86

            	
              %

            	 	
              85.86

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100043

            	 	 	
              CMSV/RAI
                1990 NATURAL GAS DEVL

            	 	 	
              10

            	 	 	
              20.00

            	
              %

            	 	
              45.84

            	
              %

            	 	
              65.84

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100058

            	 	 	
              DALTON
                ASSOCIATES

            	 	 	
              1

            	 	 	
              28.00

            	
              %

            	 	
              50.31

            	
              %

            	 	
              78.31

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100061

            	
               

            	 	
              ROYAL
                ASSOCIATES

            	 	 	
              1

            	 	 	
              7.50

            	
              %

            	 	
              66.77

            	
              %

            	 	
              74.27

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100062

            	 	 	
              WOOSTER
                ASSOCIATES

            	 	 	
              1

            	 	 	
              24.10

            	
              %

            	 	
              31.70

            	
              %

            	 	
              55.80

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100071

            	 	 	
              ATWOOD
                YIELD PLUS

            	 	 	
              41

            	 	 	
              1.00

            	
              %

            	 	
              62.23

            	
              %

            	 	
              63.23

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100072

            	 	 	
              ATWOOD
                YIELD PLUS II

            	 	 	
              3

            	 	 	
              1.00

            	
              %

            	 	
              59.40

            	
              %

            	 	
              60.40

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100073

            	 	 	
              ATWOOD
                YIELD PLUS III

            	 	 	
              27

            	 	 	
              1.00

            	
              %

            	 	
              44.18

            	
              %

            	 	
              45.18

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100074

            	 	 	
              ATWOOD
                YIELD PLUS IV

            	 	 	
              35

            	 	 	
              1.00

            	
              %

            	 	
              44.51

            	
              %

            	 	
              45.51

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100075

            	 	 	
              ATWOOD
                YIELD PLUS V

            	 	 	
              11

            	 	 	
              1.00

            	
              %

            	 	
              59.23

            	
              %

            	 	
              60.23

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100076

            	 	 	
              BRIGHTON
                INCOME PARTNERSHIP

            	 	 	
              24

            	 	 	
              50.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              50.00

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100077

            	 	 	
              BRIGHTON/LEVENGOOD
                DRILLING

            	 	 	
              8

            	 	 	
              10.00

            	
              %

            	 	
              51.43

            	
              %

            	 	
              61.43

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100079

            	 	 	
              DOVER-ATWOOD
                1993 DRLNG PROG

            	 	 	
              79

            	 	 	
              15.15

            	
              %

            	 	
              0.00

            	
              %

            	 	
              15.15

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100081

            	 	 	
              EAST
                OHIO GAS DRILLING

            	 	 	
              2

            	 	 	
              1.00

            	
              %

            	 	
              59.77

            	
              %

            	 	
              60.77

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100083

            	 	 	
              LEVENGOOD
                INDUSTRIAL

            	 	 	
              20

            	 	 	
              1.00

            	
              %

            	 	
              32.35

            	
              %

            	 	
              33.35

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100084

            	 	 	
              TWC
                YIELD PLUS 1991

            	 	 	
              30

            	 	 	
              1.00

            	
              %

            	 	
              36.52

            	
              %

            	 	
              37.52

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100804

            	 	 	
              TRIANGLE
                ENERGY ASSOC. 1984

            	 	 	
              6

            	 	 	
              1.00

            	
              %

            	 	
              68.51

            	
              %

            	 	
              69.51

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100810

            	 	 	
              LANGASCO
                OHIO DRLG PTRS 1985

            	 	 	
              4

            	 	 	
              1.00

            	
              %

            	 	
              78.89

            	
              %

            	 	
              79.89

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100812

            	 	 	
              TRIANGLE
                ENERGY ASSOC. 1985

            	 	 	
              5

            	 	 	
              1.00

            	
              %

            	 	
              82.12

            	
              %

            	 	
              83.12

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100813

            	 	 	
              SCH
                JOINT VENTURE

            	 	 	
              15

            	 	 	
              73.33

            	
              %

            	 	
              0.00

            	
              %

            	 	
              73.33

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100814

            	 	 	
              LANGASCO
                OHIO DRLG PTRS 1986

            	 	 	
              4

            	 	 	
              1.00

            	
              %

            	 	
              60.23

            	
              %

            	 	
              61.23

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100815

            	 	 	
              LANGASCO
                ROY INCOME PTRS 1986

            	 	 	
              64

            	 	 	
              1.00

            	
              %

            	 	
              91.48

            	
              %

            	 	
              92.48

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100852

            	 	 	
              TD
                ENERGY ASSOCIATES 1983

            	 	 	
              3

            	 	 	
              1.43

            	
              %

            	 	
              67.28

            	
              %

            	 	
              68.71

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100855

            	 	 	
              TD/TRIANGLE
                ENERGY ASSOCIATES

            	 	 	
              1

            	 	 	
              2.35

            	
              %

            	 	
              77.53

            	
              %

            	 	
              79.88

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100856

            	 	 	
              CLINCHER
                ENERGY ASSOC 1986

            	 	 	
              4

            	 	 	
              2.00

            	
              %

            	 	
              87.31

            	
              %

            	 	
              89.31

            	
              %

            	 	
              Resource
                Energy LLC

            	 
	
              100945

            	 	 	
              Atlas
                America Public #15-2006 (B)

            	
               

            	 	
              0

            	 	 	
              34.22

            	
              %

            	 	
              0.00

            	
              %

            	 	
              34.22

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100946

            	 	 	
              Atlas
                America Public #15-2005 (A)

            	
               

            	 	
              159

            	 	 	
              36.07

            	
              %

            	 	
              0.00

            	
              %

            	 	
              36.07

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100947

            	 	 	
              Atlas
                America Series #26

            	 	 	
              138

            	 	 	
              38.31

            	
              %

            	 	
              0.00

            	
              %

            	 	
              38.31

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100948

            	 	 	
              Atlas
                America Public #14-2005 (A)

            	
               

            	 	
              339

            	 	 	
              35.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              35.00

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100949

            	 	 	
              Atlas
                America Public #14-2004

            	 	 	
              262

            	 	 	
              35.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              35.00

            	
              %

            	 	
              Atlas
                Resources LLC

            	 


    

    


    SCHEDULE
      7.14 TO CREDIT
      AGREEMENT                                       
Page 1

    








    


    
      	
              Progam
                # 

            	 	Program
              Name	
               

            	
              
                Well

                Count

              

            	
               

            	
              GP%

            	
               

            	
              
                GP
                  as

                LP%

              

            	
               

            	
              
                
                  AtlasTotal

                

                Interest

              

            	
               

            	
              
                GP

              

            	 
	
              100951
                

            	 	ATLAS
              LP #1 - 1985	 	 	
              7

            	 	 	
              16.00

            	
              %

            	 	
              5.25

            	
              %

            	 	
              21.25

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100952
                

            	 	ATLAS
              ENERGY PARTNERS LP-1986	 	 	
              7

            	 	 	
              16.00

            	
              %

            	 	
              4.98

            	
              %

            	 	
              20.98

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100953
                

            	
               

            	ATLAS
              ENERGY PARTNERS LP-1987	 	 	
              9

            	 	 	
              22.38

            	
              %

            	 	
              2.69

            	
              %

            	 	
              25.07

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100954
                

            	 	ATLAS
              ENERGY PARTNERS LP-1988	 	 	
              9

            	 	 	
              24.36

            	
              %

            	 	
              1.53

            	
              %

            	 	
              25.89

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100955
                

            	 	ATLAS
              ENERGY PARTNERS LP-1989	 	 	
              9

            	 	 	
              18.00

            	
              %

            	 	
              7.44

            	
              %

            	 	
              25.44

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100956
                

            	 	ATLAS
              ENERGY PARTNERS LP-1990	 	 	
              12

            	 	 	
              25.00

            	
              %

            	 	
              3.16

            	
              %

            	 	
              28.16

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100957
                

            	 	ATLAS
              ENERGY NINETIES - 10	 	 	
              11

            	 	 	
              25.00

            	
              %

            	 	
              5.54

            	
              %

            	 	
              30.54

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100958
                

            	 	ATLAS
              ENERGY NINETIES - 11	 	 	
              14

            	 	 	
              30.00

            	
              %

            	 	
              10.51

            	
              %

            	 	
              40.51

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100959
                

            	 	Atlas
              America Series #25A	 	 	
              137

            	 	 	
              35.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              35.00

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100960
                

            	 	ATLAS
              ENERGY PARTNERS LP-1991	 	 	
              12

            	 	 	
              25.00

            	
              %

            	 	
              1.62

            	
              %

            	 	
              26.62

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100961
                

            	 	ATLAS
              AMERICA SERIES 21-A	 	 	
              66

            	 	 	
              33.83

            	
              %

            	 	
              0.00

            	
              %

            	 	
              33.83

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100962
                

            	 	ATLAS
              AMERICA SERIES 21-B	 	 	
              89

            	 	 	
              34.00

            	
              %

            	 	
              0.21

            	
              %

            	 	
              34.21

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100963
                

            	 	ATLAS
              ENERGY NINETIES - 12	 	 	
              14

            	 	 	
              30.00

            	
              %

            	 	
              3.56

            	
              %

            	 	
              33.56

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100964
                

            	 	ATLAS
              ENERGY NINETIES - JV 92	 	 	
              52

            	 	 	
              33.00

            	
              %

            	 	
              3.11

            	
              %

            	 	
              36.11

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100965
                

            	
               

            	ATLAS
              ENERGY PARTNERS LP-1992	 	 	
              6

            	 	 	
              25.00

            	
              %

            	 	
              3.13

            	
              %

            	 	
              28.13

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100966
                

            	 	
              ATLAS AMERICA SER 22-2002
                LTD

            	 	 	
              51

            	 	 	
              32.53

            	
              %

            	 	
              0.03

            	
              %

            	 	
              32.56

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100967
                

            	 	ATLAS
              ENERGY NINETIES-PUBLIC 1	 	 	
              13

            	 	 	
              24.00

            	
              %

            	 	
              3.73

            	
              %

            	 	
              27.73

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100968
                

            	 	ATLAS
              ENERGY NINETIES-1993 LTD	 	 	
              16

            	 	 	
              30.00

            	
              %

            	 	
              2.54

            	
              %

            	 	
              32.54

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100969
                

            	 	ATLAS
              ENERGY PARTNERS LP-1993	 	 	
              8

            	 	 	
              25.00

            	
              %

            	 	
              4.02

            	
              %

            	 	
              29.02

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100970
                

            	 	ATLAS
              ENERGY NINETIES-PUBLIC 2	 	 	
              13

            	 	 	
              24.00

            	
              %

            	 	
              0.68

            	
              %

            	 	
              24.68

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100971
                

            	 	ATLAS
              ENERGY NINETIES - 14	 	 	
              50

            	 	 	
              33.00

            	
              %

            	 	
              3.57

            	
              %

            	 	
              36.57

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100972
                

            	 	ATLAS
              ENERGY PARTNERS LP-1994	 	 	
              11

            	 	 	
              25.00

            	
              %

            	 	
              2.10

            	
              %

            	 	
              27.10

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100973
                

            	 	ATLAS
              ENERGY NINETIES-PUBLIC 3	 	 	
              25

            	 	 	
              25.00

            	
              %

            	 	
              1.12

            	
              %

            	 	
              26.12

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100974
                

            	 	ATLAS
              ENERGY NINETIES - 15	 	 	
              58

            	 	 	
              30.00

            	
              %

            	 	
              0.66

            	
              %

            	 	
              30.66

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100975
                

            	 	Atlas
              America Series #23	 	 	
              47

            	 	 	
              32.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              32.00

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100976
                

            	 	Atlas
              America Public #11	 	 	
              167

            	 	 	
              35.00

            	
              %

            	 	
              0.02

            	
              %

            	 	
              35.02

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100977
                

            	 	ATLAS
              ENERGY PARTNERS LP-1995	 	 	
              6

            	 	 	
              25.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              25.00

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100978
                

            	 	ATLAS
              ENERGY NINETIES-PUBLIC 4	 	 	
              32

            	 	 	
              25.00

            	
              %

            	 	
              0.88

            	
              %

            	 	
              25.88

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100979
                

            	 	ATLAS
              ENERGY NINETIES - 16	 	 	
              49

            	 	 	
              21.50

            	
              %

            	 	
              2.37

            	
              %

            	 	
              23.87

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100980
                

            	 	ATLAS
              ENERGY PARTNERS LP-1996	 	 	
              13

            	 	 	
              25.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              25.00

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100981
                

            	 	ATLAS
              ENERGY NINETIES-PUBLIC 5	 	 	
              33

            	 	 	
              25.00

            	
              %

            	 	
              1.53

            	
              %

            	 	
              26.53

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100982
                

            	 	ATLAS
              ENERGY NINETIES - 17	 	 	
              46

            	 	 	
              26.50

            	
              %

            	 	
              0.42

            	
              %

            	 	
              26.92

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100983
                

            	 	ATLAS
              ENERGY PARTNERS LP-1997	 	 	
              6

            	 	 	
              25.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              25.00

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100984
                

            	 	ATLAS
              ENERGY NINETIES-PUBLIC 6	 	 	
              55

            	 	 	
              25.00

            	
              %

            	 	
              0.36

            	
              %

            	 	
              25.36

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100985
                

            	 	ATLAS
              ENERGY NINETIES - 18	 	 	
              63

            	 	 	
              31.50

            	
              %

            	 	
              0.18

            	
              %

            	 	
              31.68

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100986
                

            	 	ATLAS
              ENERGY PARTNERS LP-1998	 	 	
              19

            	 	 	
              25.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              25.00

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100988

            	 	 ATLAS
              ENERGY NINETIES - 19	 	 	
              81

            	 	 	
              31.50

            	
              %

            	 	
              0.22

            	
              %

            	 	
              31.72

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100989
                

            	 	ATLAS
              ENERGY - PUBLIC #7	 	 	
              62

            	 	 	
              31.00

            	
              %

            	 	
              0.39

            	
              %

            	 	
              31.39

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100990
                

            	 	Atlas
              America Series #24A	 	 	
              75

            	 	 	
              32.63

            	
              %

            	 	
              0.00

            	
              %

            	 	
              32.63

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100991
                

            	 	Atlas
              America Series #24B	 	 	
              119

            	 	 	
              33.22

            	
              %

            	 	
              0.00

            	
              %

            	 	
              33.22

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100992
                

            	 	Atlas
              America Public #12	 	 	
              221

            	 	 	
              35.00

            	
              %

            	 	
              0.13

            	
              %

            	 	
              35.13

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100993
                

            	 	Atlas
              America Series #25B	 	 	
              171

            	 	 	
              35.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              35.00

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100994
                

            	 	ATLAS
              ENERGY PUBLIC #8	 	 	
              58

            	 	 	
              29.00

            	
              %

            	 	
              1.15

            	
              %

            	 	
              30.15

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100995

            	 	ATLAS
              ENERGY 1999	 	 	
              5

            	 	 	
              25.00

            	
              %

            	 	
              0.00

            	
              %

            	 	
              25.00

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100996
                

            	 	ATLAS
              AMERICA PUBLIC 9 LTD	 	 	
              82

            	 	 	
              29.00

            	
              %

            	 	
              0.09

            	
              %

            	 	
              29.09

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100997
                

            	 	ATLAS
              AMERICA SERIES 20 LTD	 	 	
              104

            	 	 	
              27.00

            	
              %

            	 	
              0.02

            	
              %

            	 	
              27.02

            	
              %

            	 	
              Atlas
                Resources LLC

            	 
	
              100998
                

            	 	ATLAS
              AMERICA PUBLIC 10 LTD	 	 	
              107

            	 	 	
              32.00

            	
              %

            	 	
              0.07

            	
              %

            	 	
              32.07

            	
              %

            	 	
              Atlas
                Resources LLC

            	 


    

    


    SCHEDULE
      7.14 TO CREDIT
      AGREEMENT                                       
Page 2

    








    


    SCHEDULE
      7.15

    SUBSIDIARY
      INTERESTS

     

    
      	
              Subsidiary

            	 	
               100%
                Owner

            	 	
              
                Number
                  of
Authorized
                Shares

            	 	
              
                Number
                  of
                  
Issued
 Shares

            	 
	
              Atlas
                America, LLC

            	 	 	
              Borrower

            	 	 	
              N/A

            	 	 	
              N/A

            	 
	
              Atlas
                Noble, LLC

            	 	 	
              Borrower

            	 	 	
              N/A

            	 	 	
              N/A

            	 
	
              Resource
                Energy, LLC

            	 	 	
              Borrower

            	 	 	
              N/A

            	 	 	
              N/A

            	 
	
              REI-NY,
                LLC

            	 	 	
              Resource
                Energy, LLC

            	 	 	
              N/A

            	 	 	
              N/A

            	 
	
              Resource
                Well Services, LLC

            	 	 	
              Resource
                Energy, LLC

            	 	 	
              N/A

            	 	 	
              N/A

            	 
	
              Viking
                Resources, LLC

            	 	 	
              Borrower

            	 	 	
              N/A

            	 	 	
              N/A

            	 
	
              AIC,
                LLC

            	 	 	
              Borrower

            	 	 	
              N/A

            	 	 	
              N/A

            	 
	
              Anthem
                Securities, Inc.1

            	 	 	
              AIC,
                LLC

            	 	 	
              500

            	 	 	
              500

            	 
	
              Atlas
                Energy Ohio, LLC

            	 	 	
              AIC,
                LLC

            	 	 	
              N/A

            	 	 	
              N/A

            	 
	
              Atlas
                Resources, LLC

            	 	 	
              AIC,
                LLC

            	 	 	
              N/A

            	 	 	
              N/A

            	 
	
              AER
                Pipeline Construction, Inc.

            	 	 	
              Borrower

            	 	 	
              1,000

            	 	 	
              1,000

            	 


    

    
       

      
        

      

    

    
      	 	
              1

            	
              Not
                a Guarantor and securities not pledged hereunder.
                

            


    

     

    SCHEDULE
      7.15 TO CREDIT
      AGREEMENT                                       
Page 1

    








    
 

    SCHEDULE
      7.20

    INSURANCE

     

    
      	
              Coverage
                Type

            	 	
              Policy
                Number

            	 	
              Insurance
                Carrier

            	 	
              Coverage
                Description

            	 	
               Limit

            	 	
              Deductible

            	 	
              Exp.
                Date

            
	
              Worker’s
                Compensation

            	 	
              1063995-3

            	 	
              NY
                State Insurance Fund

            	 	
              Statutory
                Employer’s Liability

            	 	 	
              NY
                Unlimited

            	 	 	 	
              9/18/2007

            
	
              Disability
                Insurance

            	 	
              DBL511575-4

            	 	
              NY
                State Insurance Fund

            	 	
              Disability
                Benefits

            	 	 	
              NY
                - Statutory

            	 	 	 	
              6/15/2007

            
	
              Worker’s
                Compensation

            	 	
              WC2-641-436089-016

            	 	
              Liberty
                Mutual Insurance Co

            	 	
              Statutory
                

               

               

            	 	 	
              PA
                
AZ, KS, NC 
MD, OK, TN, 

            	 	
            	 	
              2/6/2007

            
	 	 	 	 	 	 	
              Employer’s
                Liability 

            	 	 	
              DE,
                SC 

            	 	 	 	 
	 	 	 	 	 	 	
              Bodily Injury by Accident 

            	 	 	
               

            	 	 	 	 
	 	 	 	 	 	 	
              each
                accident 

            	 	$	
              1,000,000

            	 	 	 	 
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              policy
                limit 

            	
               

            	
              $

            	
              1,000,000

            	 	 	 	 
	 	 	 	 	 	 	
              Bodily
                Injury by Disease

            	 	$	
               1,000,000

            	 	 	 	 
	
              Automobile

            	 	
              73200463

            	 	
              Federal
                Insurance Co.

            	 	
            	 	 	
            	 	
            	 	
              3/1/2007

            
	 	 	 	 	 	 	
              Bodily
                Injury & Property
                Damage combined
                single limit of liability 

            	 	$	
              1,000,000

            	 	 	 	 
	 	 	 	 	 	 	Hired & Non- Owned
              Liability 	 	$	 

              1,000,000

            	 	 	 	 
	 	 	 	 	 	 	Uninsured
              Motorists	 	 	
               

            	 	 	 	 
	 	 	 	 	 	 	
              OH

            	 	
              $

            	
              25,000

            	 	 	 	 
	 	 	 	 	 	 	
              PA
                & NY

            	 	
              $

            	
              50,000

            	 	 	 	 
	 	 	 	 	 	 	
              TN

            	 	
              $

            	
              60,000

            	 	 	 	 
	 	 	 	 	 	 	
              Applies
                only to employees driving a company owned vehicle within the scope
                of
                their employment.

            	 	 	 	 	 	 	 


    

    


    SCHEDULE
      7.20 TO CREDIT
      AGREEMENT                                       
Page 1

    








    
      	
              Coverage
                Type

            	 	
              Policy
                Number

            	 	
              Insurance
                Carrier

            	 	
              Coverage
                Description

            	 	
               Limit

            	 	
              Deductible

            	 	
              Exp.
                Date

            
	
              Automobile
                (continued)

            	 	
              73200463

            	 	
              Federal
                Insurance Co.

            	 	
              Under
                Insured Motorists

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              OH

            	 	
              $

            	
              25,000

            	 	 	 	 	 
	 	 	 	 	 	 	
              PA
                & NY

            	 	
              $

            	
              50,000

            	 	 	 	 	 
	 	 	 	 	 	 	
              TN

            	 	
              $

            	
              60,000

            	 	 	 	 	 
	 	 	 	 	 	 	
              Physical
                Damage

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Valuation:
                Actual Cash Value

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Comprehensive
                Perils

            	 	 	 	 	
              $

            	
              1,000

            	 	 
	 	 	 	 	 	 	
              Collision

            	 	 	 	 	
              $

            	
              1,000

            	 	 
	 	 	 	 	 	 	
              Towing
                & Labor

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Hired
                Automobile Physical Damage

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Comprehensive
                Perils - $30,000

            	 	 	 	 	
              $

            	
              1,000

            	 	 
	 	 	 	 	 	 	
              Collision
                - $40,000

            	 	 	 	 	
              $

            	
              1,000

            	 	 
	 	 	 	 	 	 	
              ATV
                Deductible

            	 	 	 	 	
              $

            	
              500

            	 	 
	 	 	 	 	 	 	
              Snowmobile
                Deductible

            	 	 	 	 	
              $

            	
              100

            	 	 
	
              Commercial
                Package

            	 	
              3710-6326

            	 	
              Federal
                Insurance Co.

            	 	
              Commercial
                Property Section

            	 	 	 	 	 	 	 	
              3/1/2007

            
	 	 	 	 	 	 	
              Chubb
                Broad Form (equivalent to Special Cause of Loss form)

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Valuation:
                Replacement Cost

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Agreed
                Amount

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Coinsurance
                -None

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Blanket
                Building, Contents &

            	 	
              $

            	
              5,406,000

            	 	
              $

            	
              1,000

            	 	 
	 	 	 	 	 	 	
              Improvements
                & Betterments

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Electronic
                Data Processing Property

            	 	 	
              819,194

            	 	
              $

            	
              1,000

            	 	 
	 	 	 	 	 	 	
              Blanket
                Extra Expense

            	 	
              $

            	
              250,000

            	 	 	
              None

            	 	 
	 	 	 	 	 	 	
              Valuable
                Papers

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Limit
                varies by location

            	 	
              $

            	
              25,000-$100,000

            	 	 	 	 	 
	 	 	 	 	 	 	
              Pollutant
                Clean-up at a scheduled location due to a covered cause of
                loss

            	 	
              $

            	
              25,000

            	 	 	
              None

            	 	 


    

    


    SCHEDULE
      7.20 TO CREDIT
      AGREEMENT                                       
Page 2

    








    


    
      	
              Coverage
                Type

            	 	
              
                Policy
Number

            	
              Insurance
                Carrier

            	 	
              Coverage
                Description

            	 	
               Limit

            	 	
               Deductible

            	 	
              Exp.
                Date

            
	
              Commercial
                Package 

            	 	
              3710-6326

            	
              Federal
                Insurance Co.

            	 	
              Commercial
                General Liability Section

            	 	 	 	 	 	 	 	
              3/1/2007

            
	
              Continued

            	 	 	 	 	
              Bodily
                Injury & Property Damage combined 

            	 	 	 	 	$	
              2,500
                

            	 	 
	 	 	 	 	 	single limit
              of
              liability	 	 	 	 	
                Bodily
                Injury & Property Damage
                Per Occurrence

            	 	 
	 	 	 	 	 	
              Per
                Occurrence

            	 	
              $

            	
              1,000,000

            	 	 	 	 	 
	 	 	 	 	 	
              General
                Aggregate

            	 	
              $

            	
              2,000,000

            	 	 	 	 	 
	 	 	 	 	 	
              Products/Completed

            	 	
              $

            	
              1,000,000

            	 	 	 	 	 
	 	 	 	 	 	
              Operations
                Aggregate

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Personal/Advertising

            	 	
              $

            	
              1,000,000

            	 	 	 	 	 
	 	 	 	 	 	
              Injury

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Fire
                Legal Liability

            	 	
              $

            	
              250,000

            	 	 	 	 	 
	 	 	 	 	 	
              Medical
                Expense

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Stop
                Gap Employer’s

            	 	
              $

            	
              1,000,000

            	 	$	
              1,000

            	 	 
	 	 	 	 	 	
              Liability
                - Ohio

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Employee
                Benefits

            	 	
              $

            	
              1,000,000

            	 	$	
              1,000

            	 	 
	 	 	 	 	 	
              Liability

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Claims
                Made

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Underground
                Resources &

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Equipment
                Aggregate

            	 	
              $

            	
              1,000,000

            	 	 	 	 	 
	 	 	 	 	 	
              Premises/Operations;

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Products/Completed

            	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Operations;
                XCU

            	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Equipment
                Floater Section

            	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Scheduled
                Equipment

            	 	
              $

            	
              7,313,141

            	 	 	 	 	 	 
	 	 	 	 	 	
              All
                Risk, including breakdown for compressor engines.

            	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Coinsurance:
                80%

            	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Actual
                Cash Value

            	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Mobile
                Equipment of Others

            	 	
              $

            	
              100,000

            	 	 	 	 	 	 
	 	 	 	 	 	
              Rental
                Expense

            	 	
              $

            	
              25,000

            	 	 	 	 	 	 
	 	 	 	 	 	
              Employees’
                Tools & Clothing

            	 	
              $

            	
              10,000

            	 	 	 	 	 	 
	 	 	 	 	 	
              Schedule
                of Deductibles

            	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Mechanical
                Breakdown of Compressors

            	 	
              $

            	
              25,000

            	 	 	 	 	 	 
	 	 	 	 	 	
              All
                other causes - 5% per occurrence subject to a $5,000 minimum and
                $25,000
                maximum

            	 	 	 	 	 	 	 	 	 


    

    


    SCHEDULE
      7.20 TO CREDIT
      AGREEMENT                                       
Page 3

    








    

      
        	
                Coverage
                  Type

              	 	
                
                  Policy
Number

              	 	
                Insurance
                  Carrier

              	 	
                Coverage
                  Description

              	 	
                 Limit

              	 	
                Deductible

              	 	 	
                Exp.
                  Date

              
	 	 	 	 	 	 	
                Schedule
                  of Deductibles (continued)

              	 	 	 	 	 	
              	 	 	 
	 	 	 	 	 	 	
                Radio
                  Stations, 2-ways, Tower,

              	 	
                $

              	
                1,000

              	 	 	 	 	 	 
	 	 	 	 	 	 	
                Mast,
                  tools

              	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                Extra
                  Expense

              	 	
                $

              	
                5,000

              	 	 	 	 	 	 
	 	 	 	 	 	 	
                Oil
                  & Gas Lease Property Form

              	 	
                $

              	
                174,000

              	 	 	
                1,000

              	 	 	 
	 	 	 	 	 	 	
                Scheduled
                  Disposal Wells (2)

              	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Pollution
                  

              	 	
                37250307

              	 	
                Federal
                  

              	 	
                Bodily
                  Injury and Property Damage

              	 	 	 	 	 	 	 	 	 
	Liability	 	 	 	Insurance	 	
                combined

              	 	 	 	 	 	 	 	 	 
	 	 	 	 	Co. 	 	
                single
                  limit per pollution incident

              	 	
                $

              	
                1,000,000

              	 	
                $

              	
                10,000

              	 	 	 
	 	 	 	 	 	 	
                Policy
                  Aggregate

              	 	
                $

              	
                1,000,000

              	 	 	 	 	 	 
	 	 	 	 	 	 	
                Sub
                  limit

              	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                On-site
                  pollution clean-up

              	 	 $	
                 100,000

              	 	
                $

              	
                 10,000

              	 	 	 
	 	 	 	 	 	 	
                Per
                  pollution incident

              	 	
              	
                 

              	 	
                 

              	
                 

              	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Commercial

              	 	
                7972-09-63

              	 	
                Federal
                  

              	 	
                Underlying
                  policies include:

              	 	 	 	 	 	 	 	 	
                3/1/2007

              
	
                Umbrella

              	 	 	 	Insurance	 	
                Employers
                  Liability; General

              	 	 	 	 	 	 	 	 	 
	 	 	 	 	Co.	 	
                Liability;

              	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                Automobile
                  Liability; Pollution Liability

              	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                Following
                  form on excess liability

              	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                section

              	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                Per
                  Occurrence

              	 	
                $

              	
                25,000,000

              	 	
                $

              	
                10,000

              	*	 	 
	 	 	 	 	 	 	
                Policy
                  Aggregate

              	 	
                $

              	
                25,000,000

              	 	 	 	 	 	 
	 	 	 	 	 	 	
                Pollution
                  Sublimit

              	 	
                $

              	
                10,000,000

              	 	 	 	 	 	 
	 	 	 	 	 	 	
                *Self-Insured
                  Retention

              	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Commercial

              	 	
                G22036683001

              	 	
                Westchester
                  

              	 	
                Underlying
                  policy

              	 	
                $

              	
                24,000,000

              	 	 	
                Excess
                  of 

              	 	 	
                3/1/2007

              
	
                Excess
                  

              	 	 	 	Surplus	 	
                Federal
                  Insurance Co. Umbrella Policy

              	 	 	 	 	 	$26,000,000	 	 	 
	Liability	 	 	 	
                Lines
                  Insurance Co.

              	 	
                Excess
                  General Liability only - following form

              	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                Operations
                  of Atlas America Inc. as respects

              	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                Atlas
                  Resources Inc. / drilling partnerships

              	 	 	 	 	 	 	 	 	 
	
                Commercial

              	 	
                4927027

              	 	
                National
                  Union 

              	 	
                Dishonesty
                  by employees Including

              	 	
                $

              	
                1,000,000

              	 	
                $

              	
                2,500

              	 	 	
                6/30/2007

              
	
                Crime

              	 	 	 	
                Fire
                  Insurance Co.

              	 	
                ERISA
                  Endorsement

              	 	 	 	 	 	 	 	 	 


      

      


      SCHEDULE
        7.20 TO CREDIT
        AGREEMENT                                       
Page 4 

    

    








     

    
      	
              Coverage
                Type

            	 	
              Policy 

              Number

            	 	
              Insurance
                Carrier

            	 	
              Coverage
                Description

            	 	
              Limit

            	 	
              Deductible

            	 	 	
              Exp.
                Date

            
	
              1st
                Layer 

            	 	
              6728569

            	 	
              National
                Union 

            	 	
              Limit
                of Liability

            	 	$	
               10,000,000

            	 	$	
               250,000

            	*	 	
              6/30/2007

            
	
              Directors
                & Officers 

            	 	 	 	
              Fire
                Insurance Co.

            	 	
              *Corporate
                Reimbursement

            	 	 	 	 	 	 	 	 	 
	Liability	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Continuity
                Date: 9/27/2000

            	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              SEC
                Claims Retention

            	 	 	 	 	$	
               350,000

            	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              2nd
                Layer Directors & Officers Liability

            	 	
              ELU089358-06

            	 	
              XL
                Specialty Insurance Co.

            	 	
              Limit
                of Liability Following Form

            	 	$	
               10,000,000

            	 	 	
              Excess
                of National Union

            	 	 	
              6/30/2007

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Employment

            	 	
              RNN15248-

            	 	
              Fireman’s
                Fund

            	 	
              Employment
                Practices Liability

            	 	 	
              5,000,000

            	 	 	
              50,000

            	 	 	
              6/30/2007

            
	
              Practices
                

            	 	01-2006	 	
              Insurance
                Co.

            	 	
              Per
                claim limit

            	 	 	 	 	 	 	 	 	 
	Liability	 	 	 	 	 	
              Aggregate
                Limit each policy

            	 	 	
              5,000,000

            	 	 	 	 	 	 
	 	 	 	 	 	 	
              period

            	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Pending
                & Prior Litigation:

            	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              8/15/2003

            	 	 	 	 	 	 	 	 	 


    

    


    SCHEDULE
      7.20 TO CREDIT
      AGREEMENT                                       
Page 5

    








     SCHEDULE
      7.21


    
      HEDGING
        AGREEMENTS

       

    

    
      	
               AAI
                INC Financial hedges:

            
	
              Deal
                ref #

            	 	
              Execution
                date

            	 	
              Counterparty

            	 	
              Delivery
                Pt.

            	 	
              
                
                  Monthly
Contracted
Volume

            	 	
               Price

            	 	
              Period

            
	
              1264210

            	 	
              10/27/2005

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              340,000

            	 	$ 	
              10.760

            	 	
              Apr
                1, ‘06 - Mar 31,’07

            
	
              1264211

            	 	
              10/27/2005

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              200,000

            	 	$ 	
               8.40

            	 	
              Apr
                1, ‘07 - Dec 31,’08

            
	
              1268446

            	 	
              11/2/2005

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              400,000

            	 	$ 	
               8.40

            	 	
              Apr
                1, ‘07 - Dec 31,’08

            
	
              1322095

            	 	
              1/12/2006

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              210,000

            	 	$ 	
               9.36

            	 	
              Apr
                1, ‘07 - Dec 31,’08

            
	
              1396179

            	 	
              3/22/2006

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              410,000

            	 	$ 	
               9.00

            	 	
              Apr
                1, ‘07 - Dec 31,’07

            
	
              1396180

            	 	
              3/22/2006

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              410,000

            	 	$ 	
               8.95

            	 	
              Jan
                - Dec 2008

            
	
              1396182

            	 	
              3/22/2006

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              410,000

            	 	$ 	
               8.35

            	 	
              Jan
                - Dec 2009

            
	
              1424477

            	 	
              4/20/2006

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              400,000

            	 	$ 	
               8.87

            	 	
              Jan
                - Dec 2009

            
	
              1520697

            	 	
              7/25/2006

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              150,000

            	 	$ 	
               10.02

            	 	
              Nov
                - Mar2006/7

            
	
              167118

            	 	
              10/6/2006

            	 	
              Key
                Bank

            	 	
              NYMEX

            	 	
              150,000

            	 	$ 	
               7.88

            	 	
              Jan
                - Dec 2007

            
	
              167120

            	 	
              10/6/2006

            	 	
              Key
                Bank

            	 	
              NYMEX

            	 	
              130,000

            	 	$ 	
               8.17

            	 	
              Jan
                - Dec 2008

            
	
              167121

            	 	
              10/6/2006

            	 	
              Key
                Bank

            	 	
              NYMEX

            	 	
              250,000

            	 	$ 	
               7.79

            	 	
              Jan
                - Dec 2009

            
	
              1597061

            	 	
              10/6/2006

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              250,000

            	 	$ 	
               7.85

            	 	
              Jan
                - Dec 2009

            
	
              1604188

            	 	
              10/13/2006

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              100,000

            	 	$ 	
               7.46

            	 	
              Jan
                - Dec 2010

            
	
              1604189

            	 	
              10/13/2006

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              100,000

            	 	$ 	
               7.45

            	 	
              Jan
                - Dec 2010

            
	
              1597063

            	 	
              10/6/2006

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              150,000

            	 	$ 	
              7.50
                X $8.60

            	 	
              Jan
                - Dec 2007

            
	
              1597068

            	 	
              10/6/2006

            	 	
              Wachovia
                Bank

            	 	
              NYMEX

            	 	
              130,000

            	 	$ 	
              7.50
                X $9.40

            	 	
              Jan
                - Dec 2008

            


    

    


    SCHEDULE
      7.21 TO CREDIT
      AGREEMENT                                        
Page 1

    








    
 

    SCHEDULE
      7.23

     

    MATERIAL
      AGREEMENTS

     

    1.
      Omnibus Agreement, dated February 2, 2000, among Atlas America, Inc., Resource
      Energy, Inc., Viking Resources Corporation, Atlas Pipeline Operating
      Partnership, L.P. and Atlas Pipeline Partners, L.P. 

     

    2.
      Amendment and Joinder to Omnibus Agreement, dated December 18, 2006, among
      Atlas
      Pipeline Partners, L.P., Atlas Pipeline Operating Partnership, L.P., Atlas
      America, Inc., Resource Energy, LLC, Viking Resources LLC, Atlas Energy
      Resources, LLC and Atlas Energy Operating Company, LLC. 

     

    3.
      Master
      Natural Gas Gathering Agreement, dated February 2, 2000, among Atlas America,
      Inc., Resource Energy, Inc., Viking Resources Corporation, Atlas Pipeline
      Operating Partnership, L.P. and Atlas Pipeline Partners, L.P. 

     

    4.
      Amendment dated October 25, 2005 among Atlas America, Inc., Atlas Pipeline
      Operating Partnership, L.P., Atlas Pipeline Partners, L.P., Atlas Resources,
      Inc., Atlas Noble Corp., Resource Energy, Inc. and Viking Resources Corporation.
      

     

    5.
      Amendment and Joinder to Gas Gathering Agreements, dated December 18, 2006,
      among Atlas Pipeline Operating Partnership, L.P., Atlas Pipeline Partners,
      L.P.,
      Atlas America, Inc., Resource Energy, LLC, Viking Resources, LLC, Atlas Noble,
      LLC, Atlas Resources, LLC, Atlas America, LLC, Atlas Energy Resources, LLC
      and
      Atlas Energy Operating Company, LLC. 

     

    6.
      Contribution, Conveyance and Assumption Agreement, dated December 18, 2006,
      among Atlas America, Inc., Atlas Energy Resources, LLC and Atlas Energy
      Operating Company, LLC. 

     

    7.
      Management Agreement, dated December 18, 2006, among Atlas Energy Resources,
      LLC, Atlas Energy Operating Company, LLC and Atlas Energy Management, Inc.
      

     

    8.
      Drilling and Operating Agreement, dated September 15, 2004, between Atlas
      America, Inc. (PA) and Knox Energy, LLC. 

     

    9.
      Gas
      Purchase Agreement, dated March 31, 1999, between Northeast Ohio Gas Marketing,
      Inc. and Resource Energy, Inc., as amended by Amendment, dated February 1,
      2001,
      among FirstEnergy Solutions Corp., Atlas Energy Group, Inc. and Resource Energy,
      Inc., and by Second Amendment, dated July 16, 2003, among FirstEnergy Solutions
      Corp., Atlas Energy Group, Inc. and Resource Energy, Inc., and by Assignment
      and
      Novation, dated April 1, 2005, among FirstEnergy Solutions Corp., Amerada Hess
      Corporation and the other parties named therein. 

     

    SCHEDULE
      7.23 TO CREDIT
      AGREEMENT                                       
Page 1

    








    SCHEDULE
      7.24

     

    GAS
      IMBALANCES

     

    None.
      

     

    SCHEDULE
      7.24 TO CREDIT
      AGREEMENT                                        
Page 1

    








    
 

    SCHEDULE
      9.01

     

    DEBT

     

    None.
      

     

    SCHEDULE
      9.01 TO CREDIT
      AGREEMENT                                       
Page 1