**REVOLVING
      CREDIT AND TERM LOAN AGREEMENT**





Dated
      as
      of April 14, 2005





among





ATLAS
      PIPELINE PARTNERS, L.P.,


as ***Borrower***





ATLAS
      PIPELINE NEW YORK, LLC


ATLAS
      PIPELINE OHIO, LLC


ATLAS
      PIPELINE PENNSYLVANIA, LLC


ATLAS
      PIPELINE OPERATING PARTNERSHIP, L.P.


ATLAS
      PIPELINE MID-CONTINENT LLC


ETC
      OKLAHOMA PIPELINE, LTD.


ELK
      CITY
      OKLAHOMA GP, LLC,


as ***Guarantors***





WACHOVIA
      BANK, NATIONAL ASSOCIATION,


as ***Administrative
      Agent*** and ***Issuing
      Bank***





and





THE
      LENDERS SIGNATORY HERETO











FLEET
      NATIONAL BANK,


***Syndication
      Agent***








BANK
      OF
      OKLAHOMA N.A.


KEYBANK
      NATIONAL ASSOCIATION


WELLS
      FARGO BANK, N.A.,


***Co-Documentation
      Agents***








WACHOVIA
      CAPITAL MARKETS, LLC and BANC OF AMERICA SECURITIES LLC,


***Co-Lead
      Arrangers***








WACHOVIA
      CAPITAL MARKETS, LLC,


***Sole
      Book Runner***







**TABLE
      OF CONTENTS**




PageARTICLE
                  I Definitions and Accounting Matters
              2Section
                  1.01
              Terms
                  Defined Above
              2Section
                  1.02
              Certain
                  Defined Terms
              2Section
                  1.03
              Accounting
                  Terms and Determinations
              19ARTICLE
                  II Commitments
              19Section
                  2.01
              Loans
                  and Letters of Credit.
              19Section
                  2.02
              Borrowings,
                  Continuations and Conversions, Letters of Credit.
              20Section
                  2.03
              Changes
                  of Commitments.
              22Section
                  2.04
              Fees.
              22Section
                  2.05
              Several
                  Obligations
              23Section
                  2.06
              Notes
              23Section
                  2.07
              Prepayments.
              23Section
                  2.08
              Assumption
                  of Risks
              24Section
                  2.09
              Obligation
                  to Reimburse and to Prepay.
              25Section
                  2.10
              Lending
                  Offices
              26ARTICLE
                  III Payments of Principal and Interest
              26Section
                  3.01
              Repayment
                  of Loans.
              26Section
                  3.02
              Interest.
              27ARTICLE
                  IV Payments; Pro Rata Treatment; Computations; Etc.
              28Section
                  4.01
              Payments
              28Section
                  4.02
              Pro
                  Rata Treatment
              28Section
                  4.03
              Computations
              29Section
                  4.04
              Non
                  receipt of Funds by the Administrative Agent
              29Section
                  4.05
              Set
                  off, Sharing of Payments, Etc.
              29Section
                  4.06
              Taxes.
              30ARTICLE
                  V Capital Adequacy
              32Section
                  5.01
              Additional
                  Costs.
              32Section
                  5.02
              Limitation
                  on LIBOR Loans
              34Section
                  5.03
              Illegality
              34Section
                  5.04
              Base
                  Rate Loans Pursuant to Sections 5.01, 5.02 and 5.03
              34Section
                  5.05
              Compensation
              34ARTICLE
                  VI Conditions Precedent
              35Section
                  6.01
              Initial
                  Funding
              35Section
                  6.02
              Initial
                  and Subsequent Loans and Letters of Credit
              37Section
                  6.03
              Conditions
                  Precedent for the Benefit of Lender
              38Section
                  6.04
              No
                  Waiver
              38
  i
 ARTICLE
                  VII Representations and Warranties
              38Section
                  7.01
              Corporate
                  Existence
              38Section
                  7.02
              Financial
                  Condition
              39Section
                  7.03
              Litigation
              39Section
                  7.04
              No
                  Breach
              39Section
                  7.05
              Authority
              40Section
                  7.06
              Approvals
              40Section
                  7.07
              Use
                  of Loans
              40Section
                  7.08
              ERISA.
              40Section
                  7.09
              Taxes
              41Section
                  7.10
              Titles,
                  etc.
              41Section
                  7.11
              No
                  Material Misstatements
              42Section
                  7.12
              Investment
                  Company Act
              42Section
                  7.13
              Public
                  Utility Holding Company Act
              42Section
                  7.14
              Operation
                  of the Pipeline
              42Section
                  7.15
              Capitalization
                  of General Partner and Subsidiaries.
              42Section
                  7.16
              Location
                  of Business and Offices
              43Section
                  7.17
              Defaults
                  under Material Agreements
              43Section
                  7.18
              Environmental
                  Matters
              43Section
                  7.19
              Compliance
                  with Laws
              44Section
                  7.20
              Insurance
              44Section
                  7.21
              Hedging
                  Agreements
              45Section
                  7.22
              Restriction
                  on Liens
              45Section
                  7.23
              Material
                  Agreements
              45Section
                  7.24
              Imbalances
              45Section
                  7.25
              Relationship
                  of Obligors
              45Section
                  7.26
              Solvency
              46ARTICLE
                  VIII Affirmative Covenants
              46Section
                  8.01
              Reporting
                  Requirements
              46Section
                  8.02
              Litigation
              48Section
                  8.03
              Maintenance,
                  Etc.
              48Section
                  8.04
              Environmental
                  Matters.
              49Section
                  8.05
              Further
                  Assurances
              49Section
                  8.06
              Performance
                  of Obligations
              50Section
                  8.07
              Reserve
                  Reports.
              50Section
                  8.08
              Title
                  Curative
              50Section
                  8.09
              Additional
                  Collateral.
              50Section
                  8.10
              Corporate
                  Identity
              52Section
                  8.11
              ERISA
                  Information and Compliance
              52Section
                  8.12
              Material
                  Agreements
              53Section
                  8.13
              Guaranties
              53Section
                  8.14
              Proceeds
                  of Equity Offerings
              53ARTICLE
                  IX Negative Covenants
              53Section
                  9.01
              Debt
              53Section
                  9.02
              Liens
              54Section
                  9.03
              Investments,
                  Loans and Advances
              55


ii





Section
                9.04
            Dividends,
                Distributions and Redemptions
            56Section
                9.05
            Sales
                and Leasebacks
            56Section
                9.06
            Nature
                of Business
            56Section
                9.07
            Hedging
                Agreements
            56Section
                9.08
            Limitation
                on Leases
            57Section
                9.09
            Mergers,
                Etc
            57Section
                9.10
            Proceeds
                of Notes and Letters of Credit
            58Section
                9.11
            ERISA
                Compliance
            58Section
                9.12
            Sale
                or Discount of Receivables
            58Section
                9.13
            Consolidated
                EBITDA to Consolidated Interest Expense
            58Section
                9.14
            Consolidated
                Funded Debt to Consolidated EBITDA
            58Section
                9.15
            Consolidated
                Senior Secured Debt to Consolidated EBITDA
            58Section
                9.16
            Disposition
                of Pipeline Properties
            59Section
                9.17
            Environmental
                Matters
            59Section
                9.18
            Transactions
                with Affiliates
            59Section
                9.19
            Subsidiaries
            59Section
                9.20
            Negative
                Pledge Agreements
            59Section
                9.21
            Imbalances
                or Other Prepayments
            59Section
                9.22
            Amendments
                to Material Agreements
            60Section
                9.23
            Accounting
                Changes
            60ARTICLE
                X Events of Default; Remedies
            60Section
                10.01
            Events
                of Default
            60Section
                10.02
            Remedies.
            62Section
                10.03
            Gathering
                Fees; Distributions.
            62ARTICLE
                XI The Administrative Agent
            63Section
                11.01
            Appointment,
                Powers and Immunities
            63Section
                11.02
            Reliance
                by Administrative Agent
            64Section
                11.03
            Defaults
            64Section
                11.04
            Rights
                as a Lender
            64Section
                11.05
            Indemnification
            65Section
                11.06
            Non
                Reliance on Administrative Agent and other Lenders
            65Section
                11.07
            Action
                by Administrative Agent
            65Section
                11.08
            Resignation
                or Removal of Administrative Agent
            66Section
                11.09
            No
                Other Duties
            66Section
                11.10
            Collateral
                and Guaranty Matters
            66ARTICLE
                XII Miscellaneous
            67Section
                12.01
            Waiver
            67Section
                12.02
            Notices
            67Section
                12.03
            Payment
                of Expenses, Indemnities, etc.
            67Section
                12.04
            Amendments,
                Etc
            69Section
                12.05
            Successors
                and Assigns
            71Section
                12.06
            Assignments
                and Participations.
            71Section
                12.07
            Invalidity
            73Section
                12.08
            Counterparts
            73Section
                12.09
            References,
                Use of Word “Including”
            74


iii





Section
                12.10
            Survival
            74Section
                12.11
            Captions
            74Section
                12.12
            NO
                ORAL AGREEMENTS
            74Section
                12.13
            GOVERNING
                LAW, SUBMISSION TO JURISDICTION.
            74Section
                12.14
            USA
                PATRIOT Act Notice
            75Section
                12.15
            Interest
            76Section
                12.16
            Confidentiality
            76Section
                12.17
            Restatement
                of Existing Credit Agreement
            77






ExhibitsExhibit
                A-1
            Form
                of Revolver NoteExhibit
                A-2
            Form
                of Term Loan NoteExhibit
                B
            Form
                of Borrowing, Continuation and Conversion RequestExhibit
                C
            Form
                of Compliance CertificateExhibit
                D
            Security
                InstrumentsExhibit
                E
            Form
                of Assignment and AssumptionExhibit
                F
            Form
                of Consent to AssignmentExhibit
                G-1
            Form
                of GuarantyExhibit
                G-2
            Form
                of Confirmation of GuarantySchedulesSchedule
                1.01
            Elk
                City Scheduled AdjustmentsSchedule
                3.01
            Term
                Loan AmortizationSchedule
                6.01
            Post-Closing
                RequirementsSchedule
                6.01(e)
            Historical
                Financial SummarySchedule
                7.03
            LitigationSchedule
                7.09
            Tax
                ObligationsSchedule
                7.10
            Title
                ExceptionsSchedule
                7.15
            Subsidiary
                InterestsSchedule
                7.20
            InsuranceSchedule
                7.21
            Hedging
                AgreementsSchedule
                7.23
            Material
                AgreementsSchedule
                7.24
            ImbalancesSchedule
                9.01
            Debt




iv


**REVOLVING
      CREDIT AND TERM LOAN AGREEMENT**






THIS **REVOLVING
      CREDIT AND TERM LOAN AGREEMENT** dated as
      of April 14, 2005, among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited
      partnership (the “ ***Borrower*** ”);
      ATLAS
      PIPELINE NEW YORK, LLC, a Pennsylvania limited liability company (“ ***APL
      New York*** ”);
      ATLAS
      PIPELINE OHIO, LLC, a Pennsylvania limited liability company (“ ***APL
      Ohio*** ”);
      ATLAS
      PIPELINE PENNSYLVANIA, LLC, a Pennsylvania limited liability company
      (“ ***APL
      Pennsylvania*** ”);
      ATLAS
      PIPELINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
      (“ ***APL
      Operating*** ”);
      ATLAS
      PIPELINE MID-CONTINENT LLC, a Delaware limited liability company (“ ***APL
      Mid-Continent*** ”);
      ETC
      OKLAHOMA PIPELINE, LTD., a Texas limited partnership (“ ***Elk
      City*** ”);
      and
      ELK CITY OKLAHOMA GP, LLC, a Delaware limited liability company (“ ***Elk
      City GP*** ”;
      Elk
      City GP, Elk City, APL Mid-Continent, APL New York, APL Ohio, APL Pennsylvania
      and APL Operating are collectively referred to herein as the “ ***Initial
      Guarantors*** ,”
and
      the Borrower and the Initial Guarantors are collectively referred to herein
      as
      the “ ***Initial
      Obligors*** ”);
      each
      of the lenders that is a signatory hereto or which becomes a signatory hereto
      as
      provided in ***Section
      12.06*** (individually, together with its successors and assigns, a “ ***Lender*** ,”
and
      collectively, the “ ***Lenders*** ”);
      WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders
      (in
      such capacity, together with its successors in such capacity, the “ ***Administrative
      Agent*** ”);
      WACHOVIA BANK, NATIONAL ASSOCIATION, as issuing bank (in such capacity, together
      with its successors in such capacity, the “ ***Issuing
      Bank*** ”);
      and
      WACHOVIA CAPITAL MARKETS, LLC AND BANC OF AMERICA SECURITIES LLC, as co-lead
      arrangers (in such capacity, together with their successors in such capacity,
      the “ ***Co-Lead
      Arrangers*** ”).





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





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





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





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





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





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





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





**ARTICLE
      I**


**Definitions
      and Accounting Matters**





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





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





***Additional
      Costs*** shall
      have the meaning assigned such term in ***Section
      5.01(a)*** .





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





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





***Affected
      Loans*** shall
      have the meaning assigned such term in ***Section
      5.04*** .





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





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





***Aggregate
      Maximum Revolver Amount*** at any
      time shall equal the sum of the Maximum Revolver Amounts of the Revolver Lenders
      (Two Hundred Twenty-Five Million Dollars ($225,000,000)), as the same may be
      reduced pursuant to ***Section
      2.03(a)*** .


2


***Amortization
      Payment*** has the
      meaning set forth in ***Section
      3.01(a)(ii).***





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





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





**Leverage
                  Ratio**
              **Applicable
                  Margin****LIBOR**
                **Loans
                  and**
                **L/C
                  Fees**
              **Base
                  Rate**
                **Loans**Less
                  than or equal to 2.50 to 1.00
              1.50%
              0.50%Greater
                  than 2.50 to 1.00, but less than or equal to 3.00 to 1.00
              1.75%
              0.75%Greater
                  than 3.00 to 1.00, but less than or equal to 3.50 to 1.00
              2.00%
              1.00%Greater
                  than 3.50 to 1.00, but less than or equal to 4:00 to 1:00
              2.25%
              1.25%Greater
                  than 4.00 to 1.00, but less than or equal to 4:50 to 1:00
              2.50%
              1.50%Greater
                  than 4.50 to 1.00
              2.75%
              1.75%





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





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





***Assignment
      and Assumption*** means an
      assignment and assumption entered into by a Lender and an Eligible Assignee
      (with the consent of any party whose consent is required by ***Section
      12.06(b)*** ), and
      accepted by the Administrative Agent, in substantially the form of ***Exhibit E*** or any
      other form approved by the Administrative Agent.


3


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





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





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





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





***Base
      Rate Loans*** shall
      mean Loans that bear interest at rates based upon the Base Rate.





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





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





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


4


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





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





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





***Closing
      Date*** shall
      mean the date upon which the conditions precedent for initial funding set forth
      in ***Section
      6.01*** are
      satisfied.





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





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





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





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





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





***Consolidated
      Funded Debt*** shall
      mean, for any Person and its Consolidated Subsidiaries, the sum of the following
      (without duplication): (i) all obligations of such Person and its
      Consolidated Subsidiaries for borrowed money or evidenced by bonds, debentures,
      notes or other similar instruments (including principal, interest, fees and
      charges); (ii) all obligations of such Person and its Consolidated
      Subsidiaries (whether contingent or otherwise) in respect of bankers’
acceptances, letters of credit, surety or other bonds and similar instruments;
      (iii) all obligations of such Person and its Consolidated Subsidiaries to
      pay the deferred purchase price of Property or services (other than for borrowed
      money); (iv) all obligations under leases which shall have been, or should
      have been, in accordance with GAAP, recorded as capital leases in respect of
      which such Person and its Consolidated Subsidiaries is liable (whether
      contingent or otherwise); (v) obligations to pay for goods or services
      whether or not such goods or services are actually received or utilized by
      such
      Person and its Consolidated Subsidiaries; (vi) any capital stock of such
      Person and its Consolidated Subsidiaries in which such Person has a mandatory
      obligation to redeem such stock; and (vii) all obligations of such Person
      under Hedging Agreements.


5


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





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





***Consolidated
      Senior Secured Debt*** shall
      mean, for any Person and its Consolidated Subsidiaries, Consolidated Funded
      Debt
      (other than Subordinated Debt) that is secured by a Lien.





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





***Debt*** shall
      mean, for any Person the sum of the following (without duplication):
      (i) all obligations of such Person for borrowed money or evidenced by
      bonds, debentures, notes or other similar instruments (including principal,
      interest, fees and charges); (ii) all obligations of such Person (whether
      contingent or otherwise) in respect of bankers’ acceptances, letters of credit,
      surety or other bonds and similar instruments; (iii) all obligations of
      such Person to pay the deferred purchase price of Property or services (other
      than for borrowed money); (iv) all obligations under leases which shall
      have been, or should have been, in accordance with GAAP, recorded as capital
      leases in respect of which such Person is liable (whether contingent or
      otherwise); (v) all obligations under operating leases which require such
      Person or its Affiliate to make payments over the term of such lease, including
      payments at termination, based on the purchase price or appraisal value of
      the
      Property subject to such lease plus a marginal interest rate, and used primarily
      as a financing vehicle for, or to monetize, such Property; (vi) all Debt
      (as described in the other clauses of this definition) and other obligations
      of
      others secured by a Lien on any asset of such Person, whether or not such Debt
      is assumed by such Person; (vii) all Debt (as described in the other
      clauses of this definition) and other obligations of others guaranteed by such
      Person or in which such Person otherwise assures a creditor against loss of
      the
      debtor or obligations of others; (viii) all obligations or undertakings of
      such Person to maintain or cause to be maintained the financial position or
      covenants of others or to purchase the Debt or Property of others;
      (ix) obligations to gather or transport Hydrocarbons in consideration of
      advance payments; (x) obligations to pay for goods or services whether or
      not such goods or services are actually received or utilized by such Person;
      (xi) any capital stock of such Person in which such Person has a mandatory
      obligation to redeem such stock; (xii) any Debt of a Subsidiary for which
      such Person is liable either by agreement or because of a Governmental
      Requirement; and (xiii) all obligations of such Person under Hedging
      Agreements.


6


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





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





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





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





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





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





***Elk
      City Acquisition*** means
      the
      acquisition by Borrower of the Elk City Partnership Interests pursuant to the
      Elk City Acquisition Documents.


7


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





***Elk
      City Partnership Interests*** means
      the “ *Interests* ”
as
      defined in the Elk City Purchase and Sale Agreement.





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





***Elk
      City Seller*** means,
      collectively, LG PL, LLC, a Texas limited liability company, and La Grange
      Acquisition, L.P., a Texas limited partnership.





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





***Equity
      Net Cash Proceeds*** means
      Net
      Cash Proceeds received in connection with an Equity Offering.





***Equity
      Offering*** means
      the
      issuance or sale of equity interests in the Borrower pursuant to a public or
      private offering.





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





***ERISA
      Affiliate*** shall
      mean each trade or business (whether or not incorporated) which together with
      the Borrower or any Subsidiary would be deemed to be a “ ***single
      employer*** ”
within
      the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or
      (o)
      of section 414 of the Code.





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


8


***Event
      of Default*** shall
      have the meaning assigned such term in ***Section
      10.01*** .





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





***Facilities*** means,
      collectively, the Revolver Facility and the Term Loan Facility, and ***Facility*** means
      either of the Revolver Facility or the Term Loan Facility.





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





***Fee
      Letters*** shall
      mean, collectively, (i) that certain letter agreement from Wachovia Bank,
      National Association, Fleet National Bank, Wachovia Capital Markets, LLC, and
      Banc of America Securities LLC to the Borrower dated March 8, 2005, and (ii)
      that certain letter agreement from Wachovia Bank, National Association and
      Wachovia Capital Markets, LLC to the Borrower dated March 8, 2005, each
      concerning certain fees in connection with this Agreement and any agreements
      or
      instruments executed in connection therewith, as the same may be amended or
      replaced from time to time.


9


***Financial
      Statements*** shall
      mean the financial statement or statements of the Borrower and its Consolidated
      Subsidiaries described or referred to in ***Section
      7.02*** .





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





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





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





***General
      Partner*** means
      Atlas Pipeline Partners GP, LLC, a Delaware limited liability
      company.





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





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





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





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





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





***Highest
      Lawful Rate*** means,
      as of a particular date, the highest non-usurious rate of interest, if any,
      permitted from day to day by applicable law. To the extent Texas law is
      applicable, the Lenders hereby notify and disclose to the Borrower that, for
      purposes of Texas Finance Code §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.


10


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





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





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





***Initial
      Funding*** shall
      mean the funding of the initial Loans or issuance of the initial Letters of
      Credit upon satisfaction of the conditions set forth in ***Sections
      6.01*** and ***6.02*** .





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





***Intercompany
      Notes*** shall
      mean the promissory notes executed to evidence the Intercompany
      Debt.





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





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





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


11


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





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





***Letters
      of Credit*** shall
      mean the stand-by letters of credit issued pursuant to ***Section
      2.01(b)*** and all
      reimbursement obligations pertaining to any such letters of credit, and
“ ***Letter
      of Credit*** ”
shall
      mean any one of the Letters of Credit and the reimbursement obligations
      pertaining thereto.





***Leverage
      Ratio*** has
      the
      meaning set forth in ***Section
      9.14*** .





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





***LIBOR
      Loans*** shall
      mean Loans the interest rates on which are determined on the basis of rates
      referred to in the definition of “ ***Adjusted
      LIBOR*** ”.





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





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





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


12


***Loans*** shall
      mean the loans as provided for by ***Section
      2.01(a)*** or any
      continuations or conversions thereof.





***Master
      Natural Gas Gathering Agreements*** shall
      mean those agreements listed as ***items
      1, 2*** , ***3*** , ***4*** and ***5*** on ***Schedule
      7.23*** ,
      as such
      agreements may be amended, extended, renewed or replaced from time to time.





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





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





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





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





***Maximum
      Term Loan Amount*** shall
      mean, as to each Term Loan Lender, the dollar amount of such Term Loan Lender’s
      Percentage Share of the Term Loan Facility.





***Moody’s***  means
      Moody’s Investor Service, Inc. and any successor thereto.





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


13


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





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





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





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





***Oil
      and Gas Properties*** shall
      mean all present and future Hydrocarbon reserves located in fields and regions
      accessed by the Pipelines for gathering and transportation to interstate and
      intrastate third party pipelines.





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





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





***Participant*** has
      the
      meaning set forth in ***Section
      12.06*** .





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





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





***Permitted
      Merger*** shall
      mean such merger or consolidation as is permitted under ***Section
      9.09*** .





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


14


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





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





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





***Pledges*** shall
      have the meaning assigned to such term in ***Section
      10.03(d).***





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





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





***Principal
      Debt*** means
      the
      sum of Revolver Principal Debt and Term Loan Principal Debt.





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





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


15


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





***Quarterly
      Reports*** shall
      have the meaning assigned to such term under Section 8.01(f).





***Register*** has
      the
      meaning set forth in ***Section
      12.06*** .





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





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





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





***Related
      Parties*** means,
      with respect to any Person, such Person’s Affiliates and the partners,
      directors, officers, employees, agents and advisors of such Person and of such
      Person’s Affiliates.





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





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





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





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





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


16


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





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





***Revolver
      Facility*** means
      the credit facility as described in and subject to the limitations set forth
      in ***Section
      2.01(a)(i)*** hereof
      (as the same may be decreased pursuant to ***Section
      2.03(a)*** ).





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





***Revolver
      Loan*** means
      any
      Loan made under the Revolver Facility.





***Revolver
      Note*** means a
      promissory note in substantially the form of ***Exhibit
      A-1*** ,
      and all
      renewals and extensions of all or any part thereof.





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





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





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





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





***Senior
      Secured Leverage Ratio*** has
      the
      meaning set forth in ***Section
      9.15*** .





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


17


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





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





***Spectrum
      Shares*** means
      the “ *Shares* ”
defined
      in the Spectrum Securities Purchase Agreement.





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





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





***Taxes*** shall
      have the meaning assigned such term in ***Section 4.06(a)*** .





***Term
      Loan*** means
      any
      Loan made under the Term Loan Facility.





***Term
      Loan Commitment*** means,
      for any Term Loan Lender, its obligation to make Term Loans as provided in ***Section
      2.01(a)(ii)*** up to
      such Term Loan Lender’s Maximum Term Loan Amount.





***Term
      Loan Facility*** means
      the credit facility as described in and subject to the limitations set forth
      in ***Section
      2.01(a)(ii)*** hereof.





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





***Term
      Loan Note*** means a
      promissory note substantially in the form of ***Exhibit A-2*** ,
      and all
      renewals and extensions of all or any part thereof.





***Term
      Loan Principal Debt*** means,
      on any date of determination, the aggregate unpaid principal balance of all
      Loans under the Term Loan Facility.





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


18


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





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





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





***Unrestricted
      Entities*** shall
      mean Subsidiaries of the Borrower designated as ***Unrestricted
      Entities*** by the
      Borrower and approved by Required Lenders.





***Viking*** shall
      mean Viking Resources Corporation, a Pennsylvania corporation.





***Wachovia*** means
      Wachovia Bank, National Association.





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





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





**ARTICLE
      II**


**Commitments**





Section
                2.01
            **Loans
                and Letters of Credit.**





(a)
            **Loans**.





(i)  Subject
      to and in reliance upon the terms, conditions, representations and warranties
      in
      the Loan Documents, each Revolver Lender severally agrees to make Revolver
      Loans
      to the Borrower during the period from and including (i) the Closing Date
      or (ii) such later date that such Revolver Lender becomes a party to this
      Agreement as provided in ***Section 12.06(b)*** ,
      to and
      up to, but excluding, the Termination Date in respect of the Revolver Facility
      in an aggregate principal amount at any one time outstanding up to, but not
      exceeding, the amount of such Revolver Lender’s Revolver Commitment as then in
      effect; *provided*  *however* ,
      that
      the aggregate principal amount of all such Revolver Loans by all Revolver
      Lenders hereunder at any one time outstanding together with the LC Exposure
      shall not exceed the Aggregate Maximum Revolver Amount. Subject to the terms
      of
      this Agreement, during the period from the Closing Date to and up to, but
      excluding, the Termination Date in respect of the Revolver Facility, the
      Borrower may borrow, repay and reborrow the amount described in this ***Section 2.01(a)*** .


19


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





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





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


Section
                  2.02
              **Borrowings,
                  Continuations and Conversions, Letters of
                  Credit.**





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





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





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


20


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





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





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





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


21


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





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


Section
                    2.03
                **Changes of
                  Commitments.**





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





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


Section
                    2.04
                **Fees.**


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





(b)
            **Letter
                of Credit Fees**.





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


22


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





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





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





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





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





Section
                2.07
            **Prepayments.******


23


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





(b)
            **Mandatory
                Prepayments**.****





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





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





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





Section
      2.08 **Assumption
      of Risks** **.** The
      Borrower assumes all risks of the acts or omissions of any beneficiary of any
      Letter of Credit or any transferee thereof with respect to its use of such
      Letter of Credit. Neither the Issuing Bank (except in the case of gross
      negligence or willful misconduct on the part of the Issuing Bank or any of
      its
      employees), its correspondents nor any Revolver Lender shall be responsible
      for
      the validity, sufficiency or genuineness of certificates or other documents
      or
      any endorsements thereon, even if such certificates or other documents should
      in
      fact prove to be invalid, insufficient, fraudulent or forged; for errors,
      omissions, interruptions or delays in transmissions or delivery of any messages
      by mail, telex, or otherwise, whether or not they be in code; for errors in
      translation or for errors in interpretation of technical terms; the validity
      or
      sufficiency of any instrument transferring or assigning or purporting to
      transfer or assign any Letter of Credit or the rights or benefits thereunder
      or
      proceeds thereof, in whole or in part, which may prove to be invalid or
      ineffective for any reason; the failure of any beneficiary or any transferee
      of
      any Letter of Credit to comply fully with conditions required in order to draw
      upon any Letter of Credit; or for any other consequences arising from causes
      beyond the Issuing Bank’s control or the control of the Issuing Bank’s
      correspondents. In addition, neither the Issuing Bank, the Administrative Agent
      nor any Revolver Lender shall be responsible for any error, neglect, or default
      of any of the Issuing Bank’s correspondents; and none of the above shall affect,
      impair or prevent the vesting of any of the Issuing Bank’s, the Administrative
      Agent’s or any Revolver Lender’s rights or powers hereunder or under the Letter
      of Credit Agreements, all of which rights shall be cumulative. The Issuing
      Bank
      and its correspondents may accept certificates or other documents that appear
      on
      their face to be in order, without responsibility for further investigation
      of
      any matter contained therein regardless of any notice or information to the
      contrary. In furtherance and not in limitation of the foregoing provisions,
      the
      Borrower agrees that any action, inaction or omission taken or not taken by
      the
      Issuing Bank or by any correspondent for the Issuing Bank in good faith in
      connection with any Letter of Credit, or any related drafts, certificates,
      documents or instruments, shall be binding on the Borrower and shall not put
      the
      Issuing Bank or its correspondents under any resulting liability to the
      Borrower.


24


Section
                2.09
            **Obligation
                to Reimburse and to Prepay.******





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





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


25


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





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





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





Section
      2.10 **Lending
      Offices** **.** The
      Loans of each Type made by each Lender shall be made and maintained at such
      Lender’s Applicable Lending Office for Loans of such Type.





**ARTICLE
      III**


**Payments
      of Principal and Interest**





Section
                3.01
            **Repayment
                of Loans.**


26


(a)
            **Loans**.





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





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





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





Section
                3.02
            **Interest.**





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





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





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





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





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


27


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





**ARTICLE
      IV**


**Payments;
      Pro Rata Treatment; Computations; Etc.**





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





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


28


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





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





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





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





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


29


Section
                4.06
            **Taxes.**





(a)  **Payments
      Free and Clear** .
       Any and all payments by the Borrower hereunder shall be made, in
      accordance with ***Section
      4.01*** ,
      free
      and clear of and without deduction for any and all present or future taxes,
      levies, imposts, deductions, charges or withholdings, and all liabilities with
      respect thereto, *excluding* ,
      in the
      case of each Lender, the Issuing Bank and the Administrative Agent, taxes
      imposed on its income, and franchise or similar taxes imposed on it, by (i)
      any
      jurisdiction (or political subdivision thereof) of which the Administrative
      Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or
      resident or in which such Lender has an Applicable Lending Office, (ii) the
      jurisdiction (or any political subdivision thereof) in which the Administrative
      Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction
      (or political subdivision thereof) in which such Lender, the Issuing Bank or
      the
      Administrative Agent is presently doing business which taxes are imposed solely
      as a result of doing business in such jurisdiction (all such non-excluded taxes,
      levies, imposts, deductions, charges, withholdings and liabilities being
      hereinafter referred to as “ ***Taxes*** ”).
      If
      the Borrower shall be required by law to deduct any Taxes from or in respect
      of
      any sum payable hereunder to the Lenders, the Issuing Bank or the Administrative
      Agent (i) the sum payable shall be increased by the amount necessary so that
      after making all required deductions (including deductions applicable to
      additional sums payable under this ***Section
      4.06*** )
      such
      Lender, the Issuing Bank or the Administrative Agent (as the case may be) shall
      receive an amount equal to the sum it would have received had no such deductions
      been made, (ii) the Borrower shall make such deductions and (iii) the Borrower
      shall pay the full amount deducted to the relevant taxing authority or other
      Governmental Authority in accordance with applicable law.





(b)  **Other
      Taxes** .
       In addition, to the fullest extent permitted by applicable law, the
      Borrower agrees to pay any present or future stamp or documentary taxes or
      any
      other excise or property taxes, charges or similar levies that arise from any
      payment made hereunder or from the execution, delivery or registration of,
      or
      otherwise with respect to, this Agreement, any Assignment and Assumption or
      any
      Security Instrument (hereinafter referred to as “ ***Other
      Taxes*** ”).





(c)  **Indemnification** **.
       To the fullest extent permitted by applicable law, the Borrower will
      indemnify each Lender, the Issuing Bank and the Administrative Agent for the
      full amount of Taxes and Other Taxes (including, but not limited to, any Taxes
      or Other Taxes imposed by any Governmental Authority on amounts payable under
      this** ***Section
      4.06*** **)
      paid by such Lender, the Issuing Bank or the Administrative Agent (on their
      behalf or on behalf of any Lender), as the case may be, and any liability
      (including penalties, interest 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.**


30


(d)
            **Lender
                Representations**.





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


31


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





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





**ARTICLE
      V**


**Capital
      Adequacy**





Section
                5.01
            **Additional
                Costs.**





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


32


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





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





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


33




Section
      5.02 **Limitation
      on LIBOR Loans** **.** Anything
      herein to the contrary notwithstanding, if, on or prior to the determination
      of
      any Adjusted LIBOR for any Interest Period:





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





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





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





Section
      5.04 **Base
      Rate Loans Pursuant to Sections 5.01, 5.02 and 5.03** **.** If the
      obligation of any Lender to make LIBOR Loans shall be suspended pursuant to ***Sections
      5.01, 5.02*** or *5.03*(“*Affected
      Loans* **”)**,
      all Affected Loans which would otherwise be made by such Lender shall be made
      instead as Base Rate Loans (and, if an event referred to in ***Section
      5.01(b)*** or ***Section
      5.03*** has
      occurred and such Lender so requests by notice to the Borrower, all Affected
      Loans of such Lender then outstanding shall be automatically converted into
      Base
      Rate Loans on the date specified by such Lender in such notice) and, to the
      extent that Affected Loans are so made as (or converted into) Base Rate Loans,
      all payments of principal which would otherwise be applied to such Lender’s
      Affected Loans shall be applied instead to its Base Rate Loans.





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





(a)  any
      payment, prepayment or conversion of a LIBOR Loan properly made by such Lender
      or the Borrower for any reason (including, without limitation, the acceleration
      of the Loans pursuant to ***Section
      10.02*** )
      on a
      date other than the last day of the Interest Period for such Loan;
      or


34


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





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





**ARTICLE
      VI**


**Conditions
      Precedent**





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





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





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





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


35


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





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





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





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





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





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





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





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





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





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





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


36


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





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





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





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





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





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





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





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





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





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





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


37


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





Section
      6.03 **Conditions
      Precedent for the Benefit of Lender** **.** All
      conditions precedent to the obligations of the Lenders to make any Loan are
      imposed hereby solely for the benefit of the Lenders, and no other Person may
      require satisfaction of any such condition precedent or be entitled to assume
      that the Lenders will refuse to make any Loan in the absence of strict
      compliance with such conditions precedent.





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





**ARTICLE
      VII**


**Representations
      and Warranties**





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





Section
      7.01 **Corporate
      Existence** **.** Each of
      the Obligors: (i) is a limited liability company or limited partnership
      duly organized, formed, legally existing and in good standing under the laws
      of
      the jurisdiction of its incorporation or formation, as applicable; (ii) has
      all requisite organizational power, and has all material governmental licenses,
      authorizations, consents and approvals necessary to own its assets and carry
      on
      its business as now being or as proposed to be conducted; and (iii) is
      qualified to do business in all jurisdictions in which the nature of the
      business conducted by it makes such qualification necessary and where failure
      so
      to qualify would have a Material Adverse Effect.





Section
                7.02
            **Financial
                Condition****.**





(a) The
      audited consolidated balance sheet of the Borrower and its Consolidated
      Subsidiaries as at December 31, 2004, the related consolidated statement of
      income, partners’ equity and cash flow of the Borrower and its Consolidated
      Subsidiaries for the fiscal year ended on said date, heretofore furnished to
      each of the Lenders, are complete and correct and fairly present the
      consolidated financial condition of the Borrower and its Consolidated
      Subsidiaries as at said date and the results of its operations for the fiscal
      year on said date, all in accordance with GAAP, as applied on a consistent
      basis. Except as reflected or referred to in such Financial Statements, neither
      the Borrower nor any Subsidiary has on the Closing Date any material Debt,
      contingent liabilities, liabilities for taxes, unusual forward or long-term
      commitments or unrealized or anticipated losses from any unfavorable
      commitments. Since the date of the Financial Statements, neither the business
      nor the Properties of the Borrower or any Subsidiary have been materially and
      adversely affected.


38


(b) The
      financial information for Elk City for the year ended December 31, 2004,
      heretofore furnished to each of the Lenders, is complete and correct and fairly
      presents the financial condition of Elk City as at said date. Except as
      reflected or referred to in such financial information, Elk City has on the
      Closing Date no material Debt, contingent liabilities, liabilities for taxes,
      unusual forward or long-term commitments or unrealized or anticipated losses
      from any unfavorable commitments. Since the date of the financial information
      for Elk City, neither the business nor the Properties of Elk City have been
      materially and adversely affected.





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





Section
      7.04 **No
      Breach** **.** Neither
      the execution and delivery of the Loan Documents, nor compliance with the terms
      and provisions hereof, will conflict with or result in a breach of, or require
      any consent which has not been obtained as of the Closing Date under, the
      respective charter, limited partnership agreement, articles of organization
      or
      by-laws of the Obligors or any Subsidiary, or any Governmental Requirement,
      or
      any agreement or instrument to which any Obligor or any Subsidiary is a party
      or
      by which it is bound or to which it or its Properties are subject, or constitute
      a default under any such agreement or instrument, or result in the creation
      or
      imposition of any Lien upon any of the revenues or assets of the Obligor or
      any
      Subsidiary pursuant to the terms of any such agreement or instrument, other
      than
      the Liens created by the Loan Documents.





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





Section
      7.06 **Approvals** **.** No
      authorizations, approvals or consents of, and no filings or registrations with,
      any Governmental Authority or any other Person are necessary for the execution,
      delivery or performance by any Obligor of the Loan Documents to which it is
      a
      party or for the validity or enforceability thereof, except for the recording
      and filing of the Security Instruments as required by this
      Agreement.





Section
      7.07 **Use
      of Loans** **.** The
      proceeds of the Loans shall be used (i) to refinance the Existing Debt and
      amounts required to be paid under ***Section
      3.01(a)(ii)*** ,
      (ii) to
      finance the costs and expenses associated with the Elk City Acquisition, (iii)
      for the development of the Obligors’ Pipeline Properties and the acquisition of
      Pipeline Properties and related assets by the Obligors, (iv) for Obligors’
working capital, (v) for Letters of Credit to support the obligations of
      the Obligors, and (vi) for general company purposes. Neither the Borrower
      nor any other Obligor is engaged principally, or as one of its important
      activities, in the business of extending credit for the purpose, whether
      immediate, incidental or ultimate, of buying or carrying margin stock (within
      the meaning of Regulation T, U or X of the Board of Governors of the Federal
      Reserve System) and no part of the proceeds of any Loan hereunder will be used
      to buy or carry any margin stock.





Section
                7.08
            **ERISA.**


39


(a)  Each
      Obligor, each Subsidiary and each ERISA Affiliate have complied in all material
      respects with ERISA and, where applicable, the Code regarding each
      Plan.





(b)  Each
      Plan
      is, and has been, maintained in substantial compliance with ERISA and, where
      applicable, the Code.





(c)  No
      act,
      omission or transaction has occurred which could result in imposition on any
      Obligor, any Subsidiary or any ERISA Affiliate (whether directly or indirectly)
      of (i) either a civil penalty assessed pursuant to section 502(c), (i) or (1)
      of
      ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or
      (ii)
      breach of fiduciary duty liability damages under section 409 of
      ERISA.





(d)  No
      contingent obligations remain due to the termination of any Plan (other than
      a
      defined contribution plan) or any trust created under any such Plan since
      September 2, 1974. The only Plan that has been terminated was for The Atlas
      Group, Inc. No liability to the PBGC (other than for the payment of current
      premiums which are not past due) by any Obligor, any Subsidiary or any ERISA
      Affiliate has been or is expected by any Obligor, any Subsidiary or any ERISA
      Affiliate to be incurred with respect to any Plan. No ERISA Event with respect
      to any Plan has occurred.





(e)  Full
      payment when due has been made of all amounts which any Obligor, any Subsidiary
      or any ERISA Affiliate is required under the terms of each Plan or applicable
      law to have paid as contributions to such Plan, and no accumulated funding
      deficiency (as defined in section 302 of ERISA and section 412 of the
      Code), whether or not waived, exists with respect to any Plan.





(f)  The
      actuarial present value of the benefit liabilities under each Plan which is
      subject to Title IV of ERISA does not, as of the end of each Obligor’s most
      recently ended fiscal year, exceed the current value of the assets (computed
      on
      a plan termination basis in accordance with Title IV of ERISA) of such Plan
      allocable to such benefit liabilities. The term “ *actuarial
      present value of the benefit liabilities* ”
shall
      have the meaning specified in section 4041 of ERISA.





(g)  None
      of
      the Obligors, any Subsidiary or any ERISA Affiliate sponsors, maintains, or
      contributes to an employee welfare benefit plan, as defined in section 3(l)
      of
      ERISA, including, without limitation, any such plan maintained to provide
      benefits to former employees of such entities, that may not be terminated by
      an
      Obligor, a Subsidiary or any ERISA Affiliate in its sole discretion at any
      time
      without any material liability.





(h)  None
      of
      the Obligors, any Subsidiary or any ERISA Affiliate sponsors, maintains or
      contributes to, or has at any time in the preceding six calendar years,
      sponsored, maintained or contributed to, any Multiemployer Plan.





(i)  None
      of
      the Obligors, any Subsidiary or any ERISA Affiliate is required to provide
      security under section 401 (a)(29) of the Code due to a Plan amendment that
      results in an increase in current liability for the Plan.





Section
      7.09 **Taxes** **.** Except
      as
      set forth on ***Schedule
      7.09*** ,
      each
      Obligor and its Subsidiaries have filed all United States federal income tax
      returns and all other tax returns which are required to be filed by them, or
      otherwise obtained appropriate extensions to file, and have paid all material
      taxes due pursuant to such returns or pursuant to any assessment received by
      any
      Obligor or any Subsidiary, except such taxes that are being contested in good
      faith by appropriate proceedings and for which such Obligor or Subsidiary,
      as
      applicable, has set aside on its books adequate reserves in accordance with
      GAAP. The charges, accruals and reserves on the books of each Obligor and its
      Subsidiaries in respect of taxes and other governmental charges are, in the
      opinion of the Borrower, adequate. No tax lien has been filed and, to the
      knowledge of the Obligors, no claim is being asserted with respect to any such
      tax, fee or other charge.


40


Section
                7.10
            **Titles,
                etc.******Except
                as otherwise set forth on*******Schedule
                7.10*****:**





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





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





(c)  All
      leases, rights of way, permits, licenses and agreements necessary for the
      conduct of the business of each Obligor are valid and subsisting, in full force
      and effect and there exists no default or event or circumstance which with
      the
      giving of notice or the passage of time or both would give rise to a default
      under any such lease rights of way, permits, licenses, which would affect in
      any
      material respect the conduct of the business of any Obligor.





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





(e)  All
      of
      the assets and Properties of each Obligor which are reasonably necessary for
      the
      operation of its business are in good working condition and are maintained
      in
      accordance with prudent business standards.





Section
      7.11 **No
      Material Misstatements** **.** To the
      Borrower’s knowledge, no written information, statement, exhibit, certificate,
      document or report furnished to the Administrative Agent and the Lenders (or
      any
      of them) by any Obligor in connection with the negotiation of this Agreement
      contains any material misstatement of fact or omitted to state a material fact
      or any fact necessary to make the statement contained therein not materially
      misleading in the light of the circumstances in which made. There is no fact
      peculiar to any Obligor which has a Material Adverse Effect or in the future
      is
      reasonably likely to have a Material Adverse Effect and which has not been
      set
      forth in this Agreement or the other documents, certificates and statements
      furnished to the Administrative Agent by or on behalf of the Obligors prior
      to,
      or on, the Closing Date in connection with the transactions contemplated
      hereby.





Section
      7.12 **Investment
      Company Act** **.** None of
      the Obligors is an “ *investment
      company* ”
or
      a
      company “ *controlled* ”
by
      an
“ *investment
      company* ,”
within
      the meaning of the Investment Company Act of 1940, as amended.





Section
      7.13 **Public
      Utility Holding Company Act** **.** None of
      the Obligors is a “ *holding
      company* ,”
or
      a
“ *subsidiary
      company* ”
of
      a
“ *holding
      company* ,”
or
      an
“ *affiliate* ”
of
      a
“ *holding
      company* ”
or
      of a
“ *subsidiary
      company* ”
of
      a
“ *holding
      company* ,”
or
      a
“ *public
      utility* ”
within
      the meaning of the Public Utility Holding Company Act of 1935, as
      amended.





Section
      7.14 **Operation
      of the Pipelines** **.** The
      statements relating to the transportation of gas through the Pipelines for
      the
      period from September 30, 2004, through December 31, 2004, furnished by the
      Borrower to the Administrative Agent, are accurate; since December 31, 2004,
      there has been no damage, destruction or loss to the Pipelines; the Pipelines
      are currently in operation and the monthly transportation of Hydrocarbons
      through the Pipelines has not materially diminished.


41


Section
                7.15
            **Capitalization
                of General Partner and
                Subsidiaries.**





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





(b)  To
      the
      Borrower’s knowledge, all issued and outstanding membership units of the General
      Partner have been validly issued and are fully paid and nonassessable and are
      owned by and issued to the Persons shown on ***Schedule
      7.15*** attached
      hereto.





(c)  Neither
      the Borrower nor any Subsidiary of the Borrower owns directly or indirectly
      any
      capital stock, membership interest or partnership interest of any other Person,
      other than Borrower’s ownership of the Subsidiaries described on ***Schedule
      7.15*** .
      The
      Borrower and each Subsidiary of the Borrower has good and marketable title
      to
      all securities of the Subsidiaries issued to it, free and clear of all liens
      and
      encumbrances, and all such securities have been duly and validly issued and
      are
      fully paid and nonassessable. The authorized securities and ownership of the
      Subsidiaries of the Borrower is as shown on ***Schedule
      7.15*** attached
      hereto and made a part hereof. There are no Subsidiaries of the Borrower other
      than as disclosed on ***Schedule
      7.15*** .





Section
      7.16  **Location
      of Business and Offices** **.** Each
      Obligor’s principal place of business and chief executive offices are located at
      the address stated on the signature page of this Agreement.





Section
      7.17 **Defaults
      under Material Agreements** **.** None of
      the Obligors is in default nor has any event or circumstance occurred which,
      but
      for the expiration of any applicable grace period or the giving of notice,
      or
      both, would constitute a default under any Material Agreement to which any
      Obligor or any Subsidiary is a party or by which any Obligor or any Subsidiary
      is bound. No Default hereunder has occurred and is continuing.





Section
      7.18 **Environmental
      Matters** **.** Except
      as would not have a Material Adverse Effect (or with respect to **clauses** ***(c)*** **,** ***(d)*** and ***(e)*** below,
      where the failure to take such actions would not have a Material Adverse
      Effect):





(a)  Neither
      any Property of any Obligor nor the operations conducted thereon violate any
      order or requirement of any court or Governmental Authority or any Environmental
      Laws;





(b)  Without
      limitation of ***clause (a)*** above,
      no Property of any Obligor nor the operations currently conducted thereon or,
      to
      the best knowledge of the Obligors, by any prior owner or operator of such
      Property or operation, are in violation of or subject to any existing, pending
      or threatened action, suit, investigation, inquiry or proceeding by or before
      any court or Governmental Authority or to any remedial obligations under
      Environmental Laws;





(c)  All
      notices, permits, licenses or similar authorizations, if any, required to be
      obtained or filed in connection with the operation or use of any and all
      Property of the Obligors, including without limitation past or present
      treatment, storage, disposal or release of a hazardous substance or solid waste
      into the environment, have been duly obtained or filed, and the Obligors are
      in
      compliance with the terms and conditions of all such notices, permits, licenses
      and similar authorizations;


42


(d)  All
      hazardous substances, solid waste, and oil and gas exploration and production
      wastes, if any, generated at any and all Property of any Obligor have in the
      past been transported, treated and disposed of in accordance with Environmental
      Laws and so as not to pose an imminent and substantial endangerment to public
      health or welfare or the environment, and, to the best knowledge of the
      Obligors, all such transport carriers and treatment and disposal facilities
      have
      been and are operating in compliance with Environmental Laws and so as not
      to
      pose an imminent and substantial endangerment to public health or welfare or
      the
      environment, and are not the subject of any existing, pending or threatened
      action, investigation or inquiry by any Governmental Authority in connection
      with any Environmental Laws;





(e)  The
      Obligors have taken all steps reasonably necessary to determine and have
      determined that no hazardous substances, solid waste, or oil and gas exploration
      and production wastes, have been disposed of or otherwise released and there
      has
      been no threatened release of any hazardous substances on or to any Property
      of
      any Obligor except in compliance with Environmental Laws and so as not to pose
      an imminent and substantial endangerment to public health or welfare or the
      environment;





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





(g)  None
      of
      the Obligors has any known contingent liability in connection with any release
      or threatened release of any oil, hazardous substance or solid waste into the
      environment.





Section
      7.19 **Compliance
      with Laws** **.** None of
      the Obligors has violated any Governmental Requirement or failed to obtain
      any
      license, permit, franchise or other governmental authorization necessary for
      the
      ownership of any of its Properties or the conduct of its business, which
      violation or failure would have (in the event such violation or failure were
      asserted by any Person through appropriate action) a Material Adverse Effect.
      Except for such acts or failures to act as would not have a Material Adverse
      Effect, the Pipeline Properties of the Obligors and their Subsidiaries (and
      properties unitized therewith) have been maintained, operated and developed
      in a
      good and workmanlike manner and in conformity with all applicable laws and
      all
      rules, regulations and orders of all duly constituted authorities having
      jurisdiction and in conformity with the provisions of all leases, subleases
      or
      other contracts comprising a part of and forming a part of the Pipeline
      Properties.





Section
      7.20 **Insurance** **.**  ***Schedule 7.20*** attached
      hereto contains an accurate and complete description of all material policies
      of
      fire, liability, workers’ compensation and other forms of insurance owned or
      held by the Obligors. All such policies are in full force and effect, all
      premiums with respect thereto covering all periods up to and including the
      date
      of the closing have been paid, and no notice of cancellation or termination
      has
      been received with respect to any such policy. Such policies are sufficient
      for
      compliance with all requirements of law and of all agreements to which any
      Obligor is a party; are valid, outstanding and enforceable policies; provide
      adequate insurance coverage in at least such amounts and against at least such
      risks (but including in any event public liability) as are usually insured
      against in the same general area by companies engaged in the same or a similar
      business for the assets and operations of the Obligors; will remain in full
      force and effect through the respective dates set forth in ***Schedule 7.20*** without
      the payment of additional premiums; and will not in any way be affected by,
      or
      terminate or lapse by reason of, the transactions contemplated by this
      Agreement. ***Schedule 7.20*** identifies all material risks, if any, which each Obligor and their respective
      general partner or sole member have designated as being self-insured. None
      of
      the Obligors has been refused any insurance with respect to its assets or
      operations, nor has its coverage been limited below usual and customary policy
      limits, by an insurance carrier to which it has applied for any such insurance
      or with which it has carried insurance during the last three
      years.


43


Section
      7.21 **Hedging
      Agreements** **.**  ***Schedule 7.21*** sets
      forth, as of the Closing Date, a true and complete list of all Hedging
      Agreements (including commodity price swap agreements, forward agreements or
      contracts of sale which provide for prepayment for deferred shipment or delivery
      of oil, gas or other commodities) of the Obligors, the material terms thereof
      (including the type, term, effective date, termination date and notional amounts
      or volumes), the net mark to market value thereof, all credit support agreements
      relating thereto (including any margin required or supplied), and the counter
      party to each such agreement.





Section
      7.22 **Restriction
      on Liens** **.** None of
      the Obligors is a party to any agreement or arrangement (other than this
      Agreement and the Security Instruments), or subject to any order, judgment,
      writ
      or decree, which either restricts or purports to restrict its ability to grant
      Liens to other Persons on or in respect of their respective assets or
      Properties.





Section
      7.23 **Material
      Agreements** **.** Set
      forth on ***Schedule
      7.23*** is a
      complete list of all (a) agreements, indentures, purchase agreements,
      obligations in respect of letters of credit, guarantees, partnership agreements,
      limited liability company agreements, other organizational documents, joint
      venture agreements, and other instruments that (i) are material to the Obligors’
business, activities, and operation or ownership of such Obligors’ Property in
      effect or to be in effect as of the Closing Date (other than the Hedging
      Agreements set forth on ***Schedule
      7.21*** )
      or (ii)
      provide for, evidence, secure or otherwise relate to any Debt of any such
      Obligor and all obligations of any Obligor to issuers of surety or appeal bonds
      issued for account of any such Obligor, and (b) agreements and instruments
      (excluding any such agreements and other instruments that are cancelable upon
      60
      or less days notice) of the Obligors relating to the purchase, gathering,
      transportation by pipeline, gas processing, marketing, sale and supply of
      natural gas and other Hydrocarbons accounting for at least 75% of the volumes
      transported by such Obligors, in the aggregate, during the Borrower’s current
      fiscal year (the agreements referenced in *clauses
      (i)* and *(ii)* hereto,
      collectively, the **“** ***Material
      Agreements*** **”** ).
      Upon
      request by Administrative Agent, the Borrower shall deliver, or caused to be
      delivered, to the Administrative Agent and the Lenders a complete and correct
      copy of all such Material Agreements.





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





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





Section
      7.26 **Solvency** **.** The
      Borrower and its Subsidiaries individually and on a consolidated basis are
      not
      insolvent as such term is used and defined in the United States Bankruptcy
      Code.


44


**ARTICLE
      VIII**


**Affirmative
      Covenants**





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





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





(a)  **Annual
      Financial Statements** .
      As soon
      as available and in any event within ten (10) days after the Borrower is
      required to file the same with the SEC, the audited consolidated and
      consolidating statements of income, partners’ equity, changes in financial
      position and cash flow for each of the Borrower and its Consolidated
      Subsidiaries for such fiscal year, and the related consolidated and
      consolidating balance sheets of the Borrower and its Consolidated Subsidiaries
      as at the end of such fiscal year, and setting forth in each case in comparative
      form the corresponding figures for the preceding fiscal year, and accompanied
      by
      the related opinion of independent public accountants of recognized national
      standing acceptable to the Administrative Agent which opinion shall state that
      said financial statements fairly present the consolidated and consolidating
      financial condition and results of operations of the Borrower and its
      Consolidated Subsidiaries as at the end of, and for, such fiscal year and that
      such financial statements have been prepared in accordance with GAAP, except
      for
      such changes in such principles with which the independent public accountants
      shall have concurred and such opinion shall not contain a “ *going
      concern* ”
or
      like
      qualification or exception, but shall contain a certification stating that,
      in
      making the examination necessary for their opinion, they obtained no knowledge,
      except as specifically stated, of any Default.





(b)  **Quarterly
      Financial Statements** .
      As soon
      as available and in any event within twenty-five (25) days after any the
      Borrower is required to file the same with the SEC, for of each of the first
      three fiscal quarterly periods of each of its fiscal year for the Borrower
      and
      its Consolidated Subsidiaries, consolidated and consolidating statements of
      income, partners’ equity, changes in financial position and cash flow of the
      Borrower and its Consolidated Subsidiaries for such period and for the period
      from the beginning of the respective fiscal year to the end of such period,
      and
      the related consolidated and consolidating balance sheets as at the end of
      such
      period, and setting forth in each case in comparative form the corresponding
      figures for the corresponding period in the preceding fiscal year, accompanied
      by the certificate of a Responsible Officer, which certificate shall state
      that
      said financial statements fairly present the consolidated and consolidating
      financial condition and results of operations of the Borrower and its
      Consolidated Subsidiaries in accordance with GAAP, as at the end of, and for,
      such period (subject to normal year-end audit adjustments).





(c)  **Notice
      of Default, Etc** .
      Promptly after any Obligor knows that any Default or Event of Default has
      occurred, a notice of such Default or Event of Default, describing the same
      in
      reasonable detail and the action the Borrower or any Guarantor proposes to
      take
      with respect thereto.





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


45


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





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





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





(h)  **Post-Closing
      Requirements** .
      All
      agreements, documents, instruments, or other items listed on ***Schedule
      6.01*** on or
      prior to the date specified for delivery thereof, or such later date as the
      Administrative Agent may agree.





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





(j) **Compliance
      Certificate** .
      The
      Borrower will furnish to the Administrative Agent, at the time it furnishes
      each
      set of financial statements pursuant to ***paragraph (a)*** or ***(b)*** above, a
      certificate substantially in the form of ***Exhibit C*** executed
      by a Responsible Officer (i) certifying as to the matters set forth therein
      and stating that no Default has occurred and is continuing (or, if any Default
      has occurred and is continuing, describing the same in reasonable detail),
      and
      (ii) setting forth in reasonable detail the computations necessary to
      determine whether the Borrower is in compliance with ***Sections 9.13,
      9.14,*** and ***9.15*** ,
      as of
      the end of the respective fiscal quarter or fiscal year.





Section
      8.02 **Litigation** **.** The
      Obligors shall promptly give to the Administrative Agent notice of any
      litigation or proceeding against or adversely affecting any such Obligor in
      which the amount claimed exceeds Five Hundred Thousand Dollars ($500,000) or
      an
      aggregate of claims in excess of One Million Dollars ($1,000,000) and is not
      otherwise covered in full by insurance (subject to normal and customary
      deductibles and for which the insurer has not assumed the defense), or in which
      injunctive or similar relief is sought. Each Obligor will promptly notify the
      Administrative Agent and each of the Lenders of any claim, judgment, Lien or
      other encumbrance affecting any Property of such Obligor or any Subsidiary
      if
      the value of the claim, judgment, Lien, or other encumbrance affecting such
      Property shall exceed Five Hundred Thousand Dollars ($500,000) or an aggregate
      of such claims in excess of One Million Dollars ($1,000,000).


46


Section
                8.03
            **Maintenance,
                Etc.**





(a)  **Generally** . 
       Except as permitted under ***Section
      9.09*** ,
      each
      Obligor shall preserve and maintain its organization existence and all of its
      material rights, privileges and franchises; keep books of record and account
      in
      which full, true and correct entries will be made of all dealings or
      transactions in relation to its business and activities; comply with all
      Governmental Requirements if failure to comply with such requirements will
      have
      a Material Adverse Effect; pay and discharge all taxes, assessments and
      governmental charges or levies imposed on it or on its income or profits or
      on
      any of its Property prior to the date on which penalties attach thereto, except
      for any such tax, assessment, charge or levy the payment of which is being
      contested in good faith and by proper proceedings and against which adequate
      reserves are being maintained; upon reasonable notice, permit representatives
      of
      the Administrative Agent or any Lender, during normal business hours, to
      examine, copy and make extracts from its books and records, to inspect its
      Properties, and to discuss its business and affairs with its officers, all
      to
      the extent reasonably requested by such Lender or the Administrative Agent
      (as
      the case may be); and keep, or cause to be kept, insured by financially sound
      and reputable insurers all Property of a character usually insured by Persons
      engaged in the same or similar business similarly situated against loss or
      damage of the kinds and in the amounts customarily insured against by such
      Persons and carry such other insurance as is usually carried by such Persons
      including, without limitation, environmental risk insurance to the extent
      reasonably available.





(b)  **Proof
      of Insurance** . 
       Contemporaneously with the delivery of the financial statements required
      by ***Section 8.01(a)*** to be
      delivered for each year, the Borrower will furnish or cause to be furnished
      to
      the Administrative Agent and the Lenders a certificate of insurance coverage
      from the insurer in form and substance satisfactory to the Administrative Agent
      listing Administrative Agent as “loss payee” and “additional insured” and, if
      requested, will furnish the Administrative Agent and the Lenders copies of
      the
      applicable policies.





(c)  **Pipeline
      Properties** .  
      Each Obligor will cause to be done all things reasonably necessary to preserve
      and keep in good repair, working order and efficiency all of its Pipeline
      Properties and other material Properties including, without limitation, all
      equipment, machinery and facilities, and from time to time will make all the
      reasonably necessary repairs, renewals and replacements so that at all times
      the
      state and condition of its Pipeline Properties and other material Properties
      will be fully preserved and maintained, (x) except to the extent that the wells
      and field to which such portions of the Pipelines are connected are no longer
      producing Hydrocarbons in economically reasonable amounts, and (y) except that
      the foregoing shall not apply to Pipeline Properties that are not gathering
      Hydrocarbons on a regular basis as of the Closing Date. Each Obligor will
      promptly: (i) pay and discharge, or make reasonable and customary efforts
      to cause to be paid and discharged, all rentals, royalties, expenses and
      indebtedness accruing under the rights of way, licenses, leases or other
      agreements affecting or pertaining to its Pipeline Properties, (ii) perform
      or make reasonable and customary efforts to cause to be performed, in accordance
      with industry standards, the obligations required by each and all of the rights
      of way, deeds, leases, sub-leases, contracts and agreements affecting its
      interests in its Pipeline Properties and other material Properties,
      (iii) will do all other things necessary to keep unimpaired, except for
      Liens described in ***Section 9.02*** ,
      its
      rights with respect to its Pipeline Properties and other material Properties
      and
      prevent any forfeiture thereof or a default thereunder, except to the extent
      that the wells and field to which such portions of the Pipelines are connected
      are no longer producing Hydrocarbons in economically reasonable amounts and
      except for Transfers permitted by ***Section 9.16*** .
      Each
      Obligor will operate its Pipeline Properties and other material Properties
      to be
      operated in a careful and efficient manner in accordance with the practices
      of
      the industry and in compliance with all applicable contracts and agreements
      and
      in compliance in all material respects with all Governmental
      Requirements.




47





**Section
                8.04**
            **Environmental
                Matters.**




(a) **Establishment
      of Procedures** .
      The
      Obligors will establish and implement such procedures as may be reasonably
      necessary to continuously determine and assure that any failure of the following
      does not have a Material Adverse Effect: (i) all Property of the Obligors and
      the operations conducted thereon and other activities of the Obligors are in
      compliance with and do not violate the requirements of any Environmental Laws,
      (ii) no Hydrocarbons, hazardous substances or solid wastes are disposed of
      or
      otherwise released on or to any Property owned by any such party except in
      compliance with Environmental Laws, (iii) no hazardous substance will be
      released on or to any such Property in a quantity equal to or exceeding that
      quantity which requires reporting pursuant to Section 103 of CERCLA, and (iv)
      no
      oil, oil and gas exploration and production wastes or hazardous substance is
      released on or to any such Property so as to pose an imminent and substantial
      endangerment to public health or welfare or the environment.





(b) **Notice
      of Action** .
      The
      Obligors will promptly notify the Administrative Agent and the Lenders in
      writing of any threatened action, investigation or inquiry by any Governmental
      Authority of which any Obligor has knowledge in connection with any
      Environmental Laws, excluding routine testing and corrective action which might
      result in the Borrower or any Subsidiary being liable for the payment or
      performance of obligations in excess of Ten Thousand Dollars ($10,000) with
      respect to any such event or in excess of One Hundred Thousand Dollars
      ($100,000) in the aggregate with respect to all such events.





(c) **Future
      Acquisitions** .
      In the
      event environmental remediation costs in excess of Five Hundred Thousand Dollars
      ($500,000) are identified in respect of any acquisition of Pipeline Properties
      or other material Properties, the Obligors will provide environmental audits
      and
      tests in form and scope as may be reasonably requested by the Administrative
      Agent and the Lenders (or as otherwise required to be obtained by the
      Administrative Agent or the Lenders by any Governmental Authority) in connection
      with such future acquisitions of Pipeline Properties or other material
      Properties.




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




Section
      8.06 **Performance
      of Obligations** **.** The
      Borrower will pay the Notes according to the reading, tenor and effect thereof;
      the Guarantors will pay under the Guarantees according to the terms thereof,
      and
      the Obligors will perform every act and discharge all of the obligations to
      be
      performed and discharged by them under this Agreement and any other Loan
      Document, at the time or times and in the manner specified.





48





Section
                8.07
            **Reserve
                Reports.**




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




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




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





Section
      8.09 **Additional
      Collateral.**




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




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





49





(c) **Legal
      Opinions** .
      Promptly after the filing of any new Security Instru-ment in any state, upon
      the
      request of the Administrative Agent, the Obligors will provide, or cause to
      be
      provided, to the Administrative Agent an opinion addressed to the Administrative
      Agent for the benefit of the Lenders in form and substance satisfactory to
      the
      Administrative Agent in its sole discretion from counsel acceptable to
      Administrative Agent, stating that the Security Instrument is valid, binding
      and
      enforceable in accordance with its terms and in legally sufficient form for
      such
      jurisdiction.




(d) **Subordination
      of Obligor’s Liens** .




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




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




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




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




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




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





50





Section
      8.10 **Corporate
      Identity** **.** The
      Borrower shall do or cause to be done (or refrain from doing or causing to
      be
      done, as the case may be) all things necessary to ensure that the separate
      legal
      identity of the Borrower and General Partner will at all times be respected
      and
      that neither the Borrower, General Partner nor any of Borrower’s Subsidiaries
      will be liable for any obligations, contractual or otherwise, of Atlas or any
      of
      the Atlas Direct Subsidiaries or other entity in which Atlas or any Atlas Direct
      Subsidiaries owns any equity interest (other than the Borrower, General Partner
      and Borrower’s Subsidiaries). Without limiting the foregoing, the Borrower will
      (i) observe, and cause the General Partner to observe, all requirements,
      procedures and formalities necessary or advisable in order that the Borrower
      will for all purposes be considered a validly existing entity separate and
      distinct from the General Partner, (ii) not permit any commingling of the assets
      of the General Partner, Atlas, or the Atlas Direct Subsidiaries with assets
      of
      the Borrower or any of its Subsidiaries which would prevent such assets of
      such
      persons from being readily distinguished from the assets of the Borrower and
      its
      Subsidiaries and (iii) take reasonable and customary actions to ensure that
      creditors of the General Partner, Atlas or the Atlas Direct Subsidiaries are
      aware that each such Person is an entity separate and distinct from the Borrower
      and its Subsidiaries.




Section
      8.11 **ERISA
      Information and Compliance** **.** The
      Obligors will promptly furnish and will cause the Subsidiaries and any ERISA
      Affiliate to promptly furnish to the Administrative Agent with sufficient copies
      to the Lenders (i) promptly after the filing thereof with the United States
      Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each
      annual and other report with respect to each Plan or any trust created
      thereunder, (ii) immediately upon becoming aware of the occurrence of any
      ERISA Event or of any “ *prohibited
      transaction* ,”
as
      described in section 406 of ERISA or in section 4975 of the Code, in
      connection with any Plan or any trust created thereunder, a written notice
      signed by a Responsible Officer specifying the nature thereof, what action
      the
      Obligors, the Subsidiary or the ERISA Affiliate is taking or proposes to take
      with respect thereto, and, when known, any action taken or proposed by the
      Internal Revenue Service, the Department of Labor or the PBGC with respect
      thereto, and (iii) immediately upon receipt thereof, copies of any notice
      of the PBGCs intention to terminate or to have a trustee appointed to administer
      any Plan. With respect to each Plan (other than a Multiemployer Plan), the
      Obligors will, and will cause each Subsidiary and ERISA Affiliate to,
      (i) satisfy in full and in a timely manner, without incurring any late
      payment or underpayment charge or penalty and without giving rise to any lien,
      all of the contribution and funding requirements of section 412 of the Code
      (determined without regard to subsections (d), (e), (f) and (k) thereof) and
      of
      section 302 of ERISA (determined without regard to sections 303, 304 and
      306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC in a timely
      manner, without incurring any late payment or underpayment charge or penalty,
      all premiums required pursuant to sections 4006 and 4007 of
      ERISA.




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





51





Section
      8.13 **Guaranties** **.** As an
      inducement to the Administrative Agent and the Lenders to enter into this
      Agreement, each Obligor (other than the Borrower) shall execute and deliver
      to
      Administrative Agent a Guaranty Agreement substantially in the form and upon
      the
      terms of ***Exhibit
      G-1*** **,** providing for the guaranty of payment and performance of the Indebtedness,
      or in
      the case of an Obligor that has already executed and delivered a Guaranty
      Agreement pursuant to the Existing Credit Agreement, a Confirmation of Guaranty
      Agreement substantially in the form of ***Exhibit
      G-2*** **.** In
      addition, at the time of the formation or acquisition of any Subsidiary (other
      than the Unrestricted Entities), the Borrower shall cause such Subsidiary to
      execute and deliver to the Administrative Agent (i) a Guaranty Agreement
      substantially in the form and upon the terms of ***Exhibit
      G-1*** **,** providing for the guaranty of payment and performance of the Indebtedness,
      (ii)
      Security Instruments in form and substance satisfactory to the Administrative
      Agent creating liens and security interests in all assets and properties of
      such
      Subsidiary and in the equity interest in such Subsidiary except for any equity
      interests in Unrestricted Entities, and (iii) such other documents and
      instruments as may be required with respect to such Subsidiary pursuant to ***Section
      8.05*** **.** At the
      time of the formation or acquisition of any Subsidiary or any Unrestricted
      Entity, Borrower shall cause such Subsidiary or Unrestricted Entity to execute
      and deliver to Administrative Agent certified copies of such Subsidiary’s, or
      Unrestricted Entity’s, as the case may be, organizational documents.




Section
      8.14 **Proceeds
      of Equity Offerings** **.** The
      Borrower shall apply Equity Net Cash Proceeds as required pursuant to ***Sections
      2.07(b)(ii) and (c)*** **.**




**ARTICLE
      IX**


**Negative
      Covenants**





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





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




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




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




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




(d) Debt
      under leases permitted under ***Section
      9.08*** ;




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




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




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





52





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




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




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




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




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




(b) Excepted
      Liens;




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




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




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




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




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




Section
      9.03 **Investments,
      Loans and Advances** **.** No
      Obligors will make or permit to remain outstanding any loans or advances to
      or
      investments in any Person, except that the foregoing restriction shall not
      apply
      to:




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




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




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





53





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




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




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




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




(h) Other
      loans or advances not otherwise described under ***subparagraphs
      (a)*** through ***(g)*** above
      not to exceed in the aggregate Fifty Thousand Dollars ($50,000);




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




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




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





54





Section
      9.06 **Nature
      of Business** **.** No
      Obligor will allow any material change to be made in the character of its
      business as an owner or operator of a private natural gas gathering systems
      company and as an owner of Unrestricted Entities. None of the Obligors shall
      materially amend, waive or modify any of their Material Agreements in any manner
      that could reasonably be expected to cause any material and adverse effect
      on
      the Administrative Agent’s and the Lenders’ interests in the collateral securing
      the Indebtedness, or the Administrative Agents’ or the Lenders’ ability to
      enforce their rights and remedies under this Agreement or any other Loan
      Document, at law or in equity.




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




(a) Hedging Agreements entered into with the purpose and effect of fixing prices on oil
      and/or gas; *provided,
      that* at all
      times: (1) no such contract shall be for speculative purposes; (2) such
      contracts shall be on terms satisfactory to Administrative Agent and the
      Lenders; (3) the agreements documenting such Hedging Agreements do not contain
      any provision exonerating the non-defaulting party from its obligation to make
      payments on outstanding transactions to the defaulting party; (4) no such
      Hedging Agreement, when aggregated with all Hedging Agreements permitted under
      this ***Section
      9.07(a)*** ,
      requires any Obligor party thereto to deliver more than eighty percent (80%)
      of
      the total estimated throughput of Hydrocarbon volumes owned by any Obligor
      for
      its own account on such Obligor’s Pipeline Properties and associated processing
      facilities; and (5) each such contract shall be with a Lender or an
      Affiliate of a Lender, or with a counterparty or have a guarantor of the
      obligation of the counterparty who, at the time the contract is made, has
      long-term obligations rated AA or Aa2 or better, respectively, by S&P or
      Moody’s.




(b) Hedging
      Agreements entered into with the purpose and effect of fixing interest rates
      on
      a principal amount of the Notes of the Borrower that is accruing interest at
      a
      variable rate; *provided* , *that* (1) no
      such contract shall be for speculative purposes; (2) the floating rate index
      of
      each such contract generally matches the index used to determine the floating
      rates of interest on the corresponding Indebtedness of the Borrower to be hedged
      by such contract; (3) the aggregate notional amount of such Hedging Agreements
      shall not exceed one hundred percent (100%) of the principal outstanding under
      the Notes; and (4) each such contract shall be with a Lender or an Affiliate
      of
      a Lender, or with a counterparty or have a guarantor of the obligation of the
      counterparty who, at the time the contract is made, has long-term obligations
      rated AA or Aa2 or better, respectively, by S&P or Moody’s (or a successor
      credit rating agency).




(c) Hedging
      Agreements entered into with the purpose and effect of floating interest rates
      on a principal amount of Indebtedness of the Borrower that is accruing interest
      at a fixed rate; *provided* , *that* (1) no
      such contract shall be for speculative purposes; (2) the aggregate notional
      amount of such Hedging Agreements shall not exceed one hundred percent (100%)
      of
      the principal outstanding of such Indebtedness; and (3) each such contract
      shall
      be with a Lender or an Affiliate of a Lender, or with a counterparty or have
      a
      guarantor of the obligation of the counterparty who, at the time the contract
      is
      made, has long-term obligations rated AA or Aa2 or better, respectively, by
      S&P or Moody’s (or a successor credit rating agency).




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





55





Section
      9.08 **Limitation
      on Leases** **.** None of
      the Obligors will create, incur, assume or permit to exist any obligation for
      the payment of rent or hire of Property of any kind whatsoever real or personal
      including capital leases which would cause the aggregate amount of all payments
      made by such Obligors pursuant to all such leases or lease agreements to exceed
      One Million Five Hundred Thousand Dollars ($1,500,000) in any period of twelve
      consecutive calendar months during the life of such leases, excluding however
      (i) oil and gas leases or rights of way acquired in the ordinary course of
      business solely with respect to the right to maintain flow lines or gathering
      lines or sales lines across the lands subject thereto, and (ii) equipment leases
      in the ordinary course of business for compression of Hydrocarbons gathered
      and
      transported through the Pipelines under leases or lease agreements.




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




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




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




Section
      9.12 **Sale
      or Discount of Receivables** **.** None of
      the Obligors nor any Subsidiary will discount or sell (with or without recourse)
      any of its notes receivable or accounts receivable.




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




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




Closing
                Date through September 29, 2005
            5.50
                to 1.00


September
                30, 2005and
                thereafter
            4.50
                to 1.00





56





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




Closing
                Date through September 29, 2005
            5.50
                to 1.00


September
                30, 2005through
                March 30, 2006
            4.50
                to 1.00


March
                31, 2006 and thereafter
            3.50
                to 1.00





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




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




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




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




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




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





57





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




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




**ARTICLE
      X**


**Events
      of Default; Remedies**





Section
      10.01 **Events
      of Default** **.** One or
      more of the following events shall constitute an
**“** *Event
      of Default*”:




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




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




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




(d) any
      Obligor shall default in the performance of any of its obligations under ***Article IX*** or any
      other Article of this Agreement other than under ***Article VIII*** ;
      or any
      Obligor shall default in the performance of any of its obligations under ***Article VIII*** or under
      any Loan Document to which it is a party (other than the payment of amounts
      due
      which shall be governed by ***Section
      10.01(a)*** )
      and
      such default shall continue unremedied for a period of thirty (30) days
      following the occurrence thereof; or





58





(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
      composi-tion or adjustment of debts, and such proceeding or case shall continue
      undismissed, or an order, judgment or decree approving or ordering any of the
      foregoing shall be entered and continue unstayed and in effect, for a period
      of
      60 days; or (iv) an order for relief against any Obligor shall be entered
      in an involuntary case under the Federal Bankruptcy Code; or




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




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




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




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





59





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




(m) a
      Material Adverse Effect occurs.




Section
              10.02
            **Remedies.**




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




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




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




Section
              10.03
            **Gathering
                Fees; Distributions.**




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





60





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




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




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




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




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




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




**ARTICLE
      XI**


**The
      Administrative Agent**





61




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.




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.





62





Section
      11.05 **Indemnification** **.** The
      Lenders agree to indemnify the Administrative Agent and the Issuing Bank ratably
      in accordance with their percentage shares for the indemnity matters as
      described in ***Section
      12.03*** to the
      extent not indemnified or reimbursed by the Obligors under ***Section
      12.03*** **,**
      but without limiting the obligations of the Obligors under said ***Section
      12.03*** and for
      any and all other liabilities, obligations, losses, damages, penalties, actions,
      judgments, suits, costs, expenses or disbursements of any kind and nature
      whatsoever which may be imposed on, incurred by or asserted against the
      Administrative Agent or the Issuing Bank in any way relating to or arising
      out
      of: (i) this Agreement, the Security Instruments or any other documents
      contemplated by or referred to herein or the transactions contemplated hereby,
      but excluding, unless a Default has occurred and is continuing, normal
      administrative costs and expenses incident to the performance of its agency
      duties hereunder or (ii) the enforcement of any of the terms of this Agreement,
      any Security Instrument or of any such other documents; **WHETHER
      OR NOT ANY OF THE FOREGOING SPECIFIED IN THIS** ***SECTION
      11.05*** **ARISES FROM THE SOLE OR CONCURRENT NEGLIGENCE OF THE ADMINISTRATIVE AGENT OR
      THE
      ISSUING BANK,** provided
      that no Lender shall be liable for any of the foregoing to the extent they
      arise
      from the gross negligence or willful misconduct of the Administrative Agent
      or
      the Issuing Bank.




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




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





63





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




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




Section
      11.10 **Collateral
      and Guaranty Matters** **.** The
      Lenders and the Issuing Bank irrevocably authorize and direct the Administrative
      Agent:




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





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





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





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





64





**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;




65





(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*** .




(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.





66





(d) **The
      foregoing indemnities shall extend to the Indemnified Parties notwithstanding
      the sole or concurrent negligence of every kind or character whatsoever, whether
      active**  **or
      passive, whether an affirmative act or an omission, including without
      limitation, all**  **types
      of negligent conduct identified in the Restatement (Second) of Torts of one
      or
      more of the Indemnified Parties or by reason of strict liability imposed without
      fault**  **on
      any one or more of the Indemnified Parties.** To
      the
      extent that an Indemnified Party is found to have committed an act of gross
      negligence or willful misconduct, this contractual obligation of indemnification
      shall continue but shall only extend to the portion of the claim that is deemed
      to have occurred by reason of events other than the gross negligence or willful
      misconduct of the Indemnified Party.




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




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




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




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




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




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




(d) reduce
      or
      forgive the principal of (including any principal due pursuant to a mandatory
      prepayment required pursuant to ***Section
      2.07(b)*** ),
      or the
      rate of interest specified herein on, any Loan or unreimbursed amounts under
      Letters of Credit, or (subject to ***clause
      (iii)*** of the
      second proviso to this ***Section 12.04*** )
      any
      fees or other amounts payable hereunder (except as set forth in ***subsection (1)*** of this ***Section 12.04*** or under
      any other Loan Document, or change the manner of computation of any financial
      ratio (including any change in any applicable defined term) used in determining
      the Applicable Margin that would result in a reduction of any interest rate
      on
      any Loan or any fee payable hereunder without the written consent of each Lender
      directly affected thereby; *provided* , *however* ,
      that
      only the written consent of the Required Lenders shall be necessary (i) to
      amend
      the definition of “ ***Post-Default
      Rate*** ”
or
      to
      waive any obligation of the Borrower to pay interest at the Post-Default Rate
      or
      (ii) to amend any financial covenant hereunder (or any defined term used
      therein) even if the effect of such amendment would be to reduce the rate of
      interest on any Loan or advance under any Letter of Credit or to reduce any
      fee
      payable hereunder;


67




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




(f) change
      (i) any provision of ***Section
      4.05(b)*** that
      would alter the pro rata sharing of payments required thereby or this ***Section
      12.04*** without
      the written consent of each Lender, (ii) the definition of “ ***Required
      Lenders*** ”
without
      the written consent of each Lender, (iii) the definition of “ ***Percentage
      Share*** ”
or
      “ ***Required
      Revolver Lenders*** ”
without
      the written consent of each Revolver Lender, or (iv) any other provision hereof
      specifying the number or percentage of Lenders required to amend, waive or
      otherwise modify any rights hereunder or make any determination or grant any
      consent hereunder without the written consent of each Lender;




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




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




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




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




Section
      12.05 **Successors
      and Assigns** **.** This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns.




Section
              12.06
            **Assignments
                and Participations.**




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





68





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




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




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




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




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




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





69





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




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




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





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




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


70




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




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




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




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




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




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





71





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, contempo-raneous or subsequent oral agreements of the parties. There
      are no unwritten oral agreements between the parties.**




Section
      12.13 **GOVERNING
      LAW, SUBMISSION TO JURISDICTION.**




(a) **This
      Agreement and the Notes shall be governed by, and construed in accordance with,
      the Law of the State of New York (without giving effect to its conflicts of
      law
      rules other than Section 5-1401 of the New York General Obligation Law) and
      applicable federal law; and the Administrative Agent and the Lenders shall
      retain all rights arising under federal law.**




(b) **Any
      legal action or proceeding with respect to the Loan Documents shall be brought
      in the courts of the State of New York or of the United States of America for
      the Southern District of New York, and, by execution and delivery of this
      Agreement, the Borrower and each Guarantor hereby accepts for itself and (to
      the
      extent permitted by Law) in respect of its Property, generally and
      unconditionally, the jurisdiction of the aforesaid courts. Each of the Borrower
      and each Guarantor hereby irrevocably waives any objection, including, without
      limitation, any objection to the laying of venue or based on the grounds of** ***forum
      non conveniens,*** **which
      it may now or hereafter have to the bringing of any such action or proceeding
      in
      such respective jurisdictions. This submission to jurisdiction is non-exclusive
      and does not preclude the Administrative Agent or any Lender from obtaining
      jurisdiction over the Borrower or any Guarantor in any court otherwise having
      jurisdiction.**




(c) **The
      Borrower and each Guarantor hereby irrevocably designates CT Corporation System
      located at 111 Eighth Avenue, 13** **th** **Floor, New York, New York, 10011, or other agent acceptable to the
      Administrative Agent, as the designee, appointee and agent of the Borrower
      and
      each Guarantor to receive, for and on behalf of the Borrower and each Guarantor,
      service of process in such respective jurisdictions in any legal action or
      proceeding with respect to the Loan Documents. It is understood that a copy
      of
      such process served on such Administrative Agent will be promptly forwarded
      by
      overnight courier to the Borrower and the relevant Guarantor at their addresses
      set forth under its signature below, but the failure of the** ****** **Borrower
      or such Guarantor to receive such copy shall not affect in any way the service
      of such process. The Borrower and each Guarantor further irrevocably consents
      to
      the service of process of any of the aforementioned courts in any such action
      or
      proceeding by the mailing of copies thereof by registered or certified mail,
      postage prepaid, to each of the Borrower and any Guarantor at its said address,
      such service to become effective thirty (30) days after such
      mailing.**




(d) **Nothing
      herein shall affect the right of the Administrative Agent or any Lender or
      any
      holder of a Note to serve process in any other manner permitted by law or to
      commence legal proceedings or otherwise proceed against the Borrower or any
      Guarantor in any other jurisdiction.**





72





(e) **The
      Borrower, each Guarantor and each Lender hereby (i) irrevocably and
      unconditionally waive, to the fullest extent permitted by law, trial by jury
      in
      any legal action or proceeding relating to this Agreement or any Security
      Instrument and for any counterclaim therein; (ii) irrevocably waive, to the
      maximum extent not prohibited by law, any right it may have to claim or recover
      in any such litigation any special, exemplary, punitive or consequential
      damages, or damages other than, or in addition to, actual damages; (iii) certify
      that no party hereto nor any representative of the Administrative Agent or
      counsel for any party hereto has represented, expressly or otherwise, or implied
      that such party would not, in the event of litigation, seek to enforce the
      foregoing waivers, and (iv) acknowledge that it has been induced to enter into
      this agreement, the security instruments and the transactions contemplated
      hereby and thereby by, among other things, the mutual waivers and certifications
      contained in this** ***Section
      12.13*** **.**




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




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




73




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




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




74





Section
      12.17 **Restatement
      of Existing Credit Agreement** **.** The
      parties hereto agree that, on the Closing Date, after all conditions precedent
      set forth in ***Section 6.01*** have
      been satisfied or waived: (i) the Indebtedness (as defined in this Agreement)
      represents, among other things, the restatement, renewal, amendment, extension,
      and modification of the *“Indebtedness”* (as
      defined in the Existing Credit Agreement); (ii) this Agreement is intended
      to,
      and does hereby, restate, renew, extend, amend, modify, supersede, and replace
      the Existing Credit Agreement in its entirety; (iii) the Notes, if any, executed
      pursuant to this Agreement amend, renew, extend, modify, replace, restate,
      substitute for, and supersede in their entirety (but do not extinguish the
      Indebtedness arising under) the promissory notes issued pursuant to the Existing
      Credit Agreement, which existing promissory notes shall be returned to
      Administrative Agent promptly after the Closing Date, marked *“renewed
      and replaced”* ;
      (iv)
      the Security Instruments executed pursuant to this Agreement amend, renew,
      extend, modify, replace, restate, substitute for, and supersede in their
      entirety (but do not extinguish or impair the collateral security created or
      evidenced by) the “ *Security
      Instruments* ”
      executed and delivered pursuant to the Existing Credit Agreement; (v) each
      Confirmation of Guaranty Agreement executed pursuant to this Agreement amends,
      renews, extends, modifies, replaces, restates, substitutes for, and supersedes
      in its entirety (but does not extinguish or impair the Indebtedness guaranteed
      by) the Guaranty Agreement executed by the applicable Guarantor, as the case
      may
      be, executed and delivered pursuant to the Existing Credit Agreement; and (vi)
      the entering into and performance of their respective obligations under the
      Loan
      Documents and the transactions evidenced hereby do not constitute a novation
      nor
      shall they be deemed to have terminated, extinguished, or discharged the
“ *Indebtedness* ”
under
      the Existing Credit Agreement, the Security Instruments, the Guaranty
      Agreements, or the other Loan Documents (or the collateral security therefor),
      all of which Indebtedness and collateral shall continue under and be governed
      by
      this Agreement and the other Loan Documents, except as expressly provided
      otherwise herein.




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








75








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





ATTEST:
            
            **BORROWER**:ATLAS
                PIPELINE PARTNERS, L.P.,a
                Delaware limited partnership(SEAL)By:
            
            Atlas
                Pipeline Partners GP, LLC,its
                general partnerBy:Name:
            
            
            
            
            By:Title:
            
            
            
            
            
            Name:Title:






[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]





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








**GUARANTORS**:ATLAS
                PIPELINE NEW YORK, LLC, a Pennsylvania limited liability
                companyBy:
            Atlas
                Pipeline Operating Partnership, L.P., a Delaware limited partnership
                and
                its sole memberBy:
            Atlas
                Pipeline Partners GP, LLC, a Delaware limited liability company and
                its
                sole general partnerBy:Name:Title:ATLAS
                PIPELINE OHIO, LLC, a Pennsylvania limited liability
                companyBy:
            Atlas
                Pipeline Operating Partnership, L.P., a Delaware limited partnership
                and
                its sole memberBy:
            Atlas
                Pipeline Partners GP, LLC, a Delaware limited liability company and
                its
                sole general partnerBy:Name:Title:






[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]




ATLAS
                PIPELINE PENNSYLVANIA, LLC, a Pennsylvania limited liability
                companyBy:
            Atlas
                Pipeline Operating Partnership, L.P., a Delaware limited partnership
                and
                its sole memberBy:
            Atlas
                Pipeline Partners GP, LLC, a Delaware limited liability company and
                its
                sole general partnerBy:Name:Title:ATLAS
                PIPELINE OPERATING PARTNERSHIP, L.P., a Delaware limited
                partnershipBy:
            Atlas
                Pipeline Partners GP, LLC, a Delaware limited liability company and
                its
                sole memberBy:Name:Title:ATLAS
                PIPELINE MID-CONTINENT LLC, a Delaware limited liability
                companyBy:
            Atlas
                Pipeline Operating Partnership, L.P., a Delaware limited partnership
                and
                its sole memberBy:
            Atlas
                Pipeline Partners GP, LLC, a Delaware limited liability company and
                its
                sole general partnerBy:Name:Title:








[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]








ETC
                OKLAHOMA PIPELINE, LTD., a Texas limited partnershipBy:
            ELK
                City Oklahoma GP, LLC, a Delaware limited liability company and its
                sole
                general partnerBy:
            Atlas
                Pipeline Mid-Continent LLC, a Delaware limited liability company
                and its
                sole memberBy:
            Atlas
                Pipeline Operating Partnership, L.P., a Delaware limited partnership
                and
                its sole memberBy:
            Atlas
                Pipeline Partners GP, LLC, a Delaware limited liability company and
                its
                sole general partnerBy:Name:Title:ELK
                CITY OKLAHOMA GP, LLC, a Delaware limited liability
                companyBy:
            Atlas
                Pipeline Mid-Continent LLC, a Delaware limited liability company
                and its
                sole memberBy:
            Atlas
                Pipeline Operating Partnership, L.P., a Delaware limited partnership
                and
                its sole memberBy:
            Atlas
                Pipeline Partners GP, LLC a Delaware limited liability company and
                its
                sole general partnerBy:Name:Title:






[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]





**ADMINISTRATIVE
                AGENT, ISSUING BANK**
              **AND
                A LENDER**:WACHOVIA
                BANK, NATIONAL ASSOCIATION,
              as
                Administrative Agent, Issuing Bank and a LenderBy:Jay
                BuckmanVice
                PresidentLending
                Office for Base Rate Loans and
              LIBOR
                Loans and Address for Notices:Wachovia
                Bank, National Association1001
                Fannin, Suite 2255Houston,
                Texas 77002Telecopier
                No.: 713-650-6354Telephone
                No.: 713-346-2707Attention:
                Jay Buckman








[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]




**LENDERS**:FLEET
                NATIONAL BANKBy:NameTitle








[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]




BANK
                OF OKLAHOMA N.A.By:NameTitle








[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]




KEYBANK
                NATIONAL ASSOCIATIONBy:NameTitle







[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]





WELLS
                FARGO BANK, N.A.By:NameTitle







[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]





BANK
                OF SCOTLANDBy:NameTitle







[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]




BNP
                PARIBASBy:NameTitle







[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]




NEWCOURT
                CAPITAL USA INC.By:NameTitle








[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]




COMERICA
                BANKBy:NameTitle






[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]


COMPASS
                BANKBy:NameTitle








[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]




CITIBANK
                TEXAS, N.A.By:NameTitle








[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]





FORTIS
                CAPITAL CORP.By:NameTitle








[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]





GUARANTY
                BANKBy:NameTitle








[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]





NATIONAL
                CITY BANKBy:NameTitle






[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]


NATEXIS
                BANQUES POPULAIRESBy:NameTitle








[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]





UFJ
                BANK LIMITED, NEW YORK BRANCHBy:NameTitle








[SIGNATURE
            PAGE TO THE CREDIT AGREEMENT ]





WESTLB
                AG, NEW YORK BRANCHBy:NameTitleBy:NameTitle








[SIGNATURE
        PAGE TO THE CREDIT AGREEMENT ]