<PAGE>

                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                            Dated as of July 16, 2004

                                      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.
                          SPECTRUM FIELD SERVICES LLC,
                                  as GUARANTORS

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

                                       and

                          THE LENDERS SIGNATORY HERETO



                          KEYBANK NATIONAL ASSOCIATION,
                                SYNDICATION AGENT

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




           WACHOVIA CAPITAL MARKETS, LLC and KEYBANC CAPITAL MARKETS,
                              JOINT LEAD ARRANGERS






<PAGE>
                               TABLE OF CONTENTS
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                                                                                                           ----
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ARTICLE I Definitions and Accounting Matters.................................................................1

     Section 1.01     Terms Defined Above....................................................................1
     Section 1.02     Certain Defined Terms..................................................................2
     Section 1.03     Accounting Terms and Determinations...................................................18

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

     Section 2.01     Loans and Letters of Credit...........................................................19
     Section 2.02     Borrowings, Continuations and Conversions, Letters of Credit..........................20
     Section 2.03     Changes of Commitments................................................................21
     Section 2.04     Fees..................................................................................21
     Section 2.05     Several Obligations...................................................................22
     Section 2.06     Notes.................................................................................22
     Section 2.07     Prepayments...........................................................................23
     Section 2.08     Assumption of Risks...................................................................23
     Section 2.09     Obligation to Reimburse and to Prepay.................................................24
     Section 2.10     Lending Offices.......................................................................26
     Section 2.11     Increase in Revolver Facility.........................................................26

ARTICLE III Payments of Principal and Interest..............................................................27

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

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

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

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

     Section 5.01     Additional Costs......................................................................32
     Section 5.02     Limitation on LIBOR Loans.............................................................34
     Section 5.03     Illegality............................................................................34
     Section 5.04     Base Rate Loans Pursuant to Sections 5.01, 5.02 and 5.03..............................34
     Section 5.05     Compensation..........................................................................35

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

     Section 6.01     Initial Funding.......................................................................35
     Section 6.02     Initial and Subsequent Loans and Letters of Credit....................................37
     Section 6.03     Conditions Precedent to Increase of Revolver Facility.................................38
     Section 6.04     Conditions Precedent for the Benefit of Lender........................................38
     Section 6.05     No Waiver.............................................................................38
</TABLE>
                                       i

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<TABLE>
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ARTICLE VII Representations and Warranties..................................................................38

     Section 7.01     Corporate Existence...................................................................38
     Section 7.02     Financial Condition...................................................................38
     Section 7.03     Litigation............................................................................39
     Section 7.04     No Breach.............................................................................39
     Section 7.05     Authority.............................................................................39
     Section 7.06     Approvals.............................................................................39
     Section 7.07     Use of Loans..........................................................................39
     Section 7.08     ERISA.................................................................................40
     Section 7.09     Taxes.................................................................................41
     Section 7.10     Titles, etc...........................................................................41
     Section 7.11     No Material Misstatements.............................................................41
     Section 7.12     Investment Company Act................................................................42
     Section 7.13     Public Utility Holding Company Act....................................................42
     Section 7.14     Operation of the Pipeline.............................................................42
     Section 7.15     Capitalization of General Partner and Subsidiaries....................................42
     Section 7.16     Location of Business and Offices......................................................42
     Section 7.17     Defaults under Material Agreements....................................................42
     Section 7.18     Environmental Matters.................................................................42
     Section 7.19     Compliance with Laws..................................................................43
     Section 7.20     Insurance.............................................................................44
     Section 7.21     Hedging Agreements....................................................................44
     Section 7.22     Restriction on Liens..................................................................44
     Section 7.23     Material Agreements...................................................................44
     Section 7.24     Imbalances............................................................................44
     Section 7.25     Relationship of Obligors..............................................................45
     Section 7.26     Solvency..............................................................................45

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

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

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<TABLE>
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ARTICLE IX Negative Covenants...............................................................................52

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

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

     Section 10.01    Events of Default.....................................................................58
     Section 10.02    Remedies..............................................................................60
     Section 10.03    Gathering Fees; Distributions.........................................................61

ARTICLE XI The Administrative Agent.........................................................................62

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

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

     Section 12.01    Waiver................................................................................65
     Section 12.02    Notices...............................................................................65
     Section 12.03    Payment of Expenses, Indemnities, etc.................................................65
     Section 12.04    Amendments, Etc.......................................................................67
     Section 12.05    Successors and Assigns................................................................69
</TABLE>
                                       iii

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     Section 12.06    Assignments and Participations........................................................69
     Section 12.07    Invalidity............................................................................71
     Section 12.08    Counterparts..........................................................................71
     Section 12.09    References, Use of Word "Including"...................................................71
     Section 12.10    Survival..............................................................................72
     Section 12.11    Captions..............................................................................72
     Section 12.12    NO ORAL AGREEMENTS....................................................................72
     Section 12.13    GOVERNING LAW, SUBMISSION TO JURISDICTION.............................................72
     Section 12.14    USA PATRIOT Act Notice................................................................73
     Section 12.15    Interest..............................................................................73
     Section 12.16    Confidentiality.......................................................................74
     Section 12.17    Restatement of Existing Credit Agreement..............................................75
</TABLE>

Annex I   List of Percentage Shares, Maximum Revolver Amounts, and Maximum Term
          Loan Amounts

Exhibits
--------

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

Schedules
---------

Schedule 6.01         Post-Closing Requirements
Schedule 7.03         Litigation
Schedule 7.09         Tax Obligations
Schedule 7.15         Subsidiary Interests
Schedule 7.20         Insurance
Schedule 7.21         Hedging Agreements
Schedule 7.23         Material Agreements
Schedule 7.24         Imbalances
Schedule 9.01         Debt

                                       iv

<PAGE>
         THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of July 16,
2004, 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"); and
SPECTRUM FIELD SERVICES LLC, a Delaware limited liability company ("SPECTRUM";
Spectrum, APL New York, APL Ohio, APL Pennsylvania and APL Operating are
collectively referred to herein as the "INITIAL GUARANTORS," and the Borrower
and the 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"), and WACHOVIA BANK, NATIONAL ASSOCIATION, as issuing bank (in such
capacity, together with its successors in such capacity, the "ISSUING BANK").

                                 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 "EXISTING LENDERS") are parties to
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 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").

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

         C. The Administrative Agent and the Lenders have agreed to amend and
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," "Spectrum," "Borrower," "Initial Guarantors," "Issuing Bank,"
"Lender," "Lenders," "Initial Obligors," "Existing Credit Agreement," "Existing
Debt," and "Existing Lenders" shall have the meanings indicated above.

                                       1
<PAGE>
         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 ($35,000,000), as the same
may be increased pursuant to SECTION 2.11 or reduced pursuant to SECTION
2.03(A).

         AMORTIZATION PAYMENT has the meaning set forth in SECTION 3.01(A)(II).

         APL OPERATING PARTNERSHIP PURCHASE AGREEMENTS means, collectively, the
commitment letters dated as of June 10, 2004, between APL Operating and each of
RAI and Atlas, providing for the acquisition by RAI and Atlas of preferred
partnership interests in APL Operating.

         APPALACHIAN BASIN shall mean the states of New York, Ohio, West
Virginia, Kentucky and Tennessee, and the Commonwealths of Pennsylvania and
Virginia.

         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.

                                       2
<PAGE>
         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:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                      APPLICABLE MARGIN
-------------------------------------------------------------------------------------------------------------------
              LEVERAGE RATIO                             REVOLVER                              TERM
                                           ------------------------------------------------------------------------
                                                                                                        BASE
                                            LIBOR LOANS AND       BASE RATE           LIBOR             RATE
                                                L/C FEES            LOANS             LOANS             LOANS
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                   <C>               <C>               <C>
Less than or equal to 2.50 to 1.00               2.00%              1.00%             2.75%             1.75%
-------------------------------------------------------------------------------------------------------------------
Greater than 2.50 to 1.00,                       2.25%              1.25%             3.00%             2.00%
but less than or equal to 3.00 to 1.00
-------------------------------------------------------------------------------------------------------------------
Greater than 3.00 to 1.00,                       2.75%              1.75%             3.50%             2.50%
but less than or equal to 3.50 to 1.00
-------------------------------------------------------------------------------------------------------------------
Greater than 3.50 to 1.00                        3.25%              2.25%             4.00%             3.00%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Each change in the Applicable Margin resulting from a change in the Leverage
Ratio shall take effect on the day such change in the Leverage Ratio occurs.

         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.

         ASSIGNMENT OF NOTES AND LIENS means the Assignment of Notes and Liens
dated of even date herewith, executed by the administrative agent under the Bank
Credit Facility (as defined in the Spectrum Securities Purchase Agreement), in
favor of the Administrative Agent, for the benefit of the Lenders.

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

         ATLAS AMERICA CREDIT AGREEMENT means that certain Credit Agreement
dated as of March 12, 2004, between Atlas, as borrower, Wachovia Bank, National
Association, as administrative agent, certain guarantors named therein, and the
financial institutions party thereto, as the same may be renewed, extended,
amended or restated from time to time.

         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.

                                       3
<PAGE>
         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 or North Carolina and, where
such term is used in the definition of "QUARTERLY DATE" or if such day relates
to a borrowing or continuation of, a payment or prepayment of principal of or
interest on, or a conversion of or into, or the Interest Period for, a LIBOR
Loan or a notice by the Borrower with respect to any such borrowing or
continuation, payment, prepayment, conversion or Interest Period, any day which
is also a day on which dealings in Dollar deposits are carried out in the London
interbank market.

         CHANGE IN CONTROL shall mean (i) 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 (x) the acquisition by RAI or Atlas of 25% or more of
the preferred partnership interests of APL Operating pursuant to the terms of
the APL Operating Partnership Purchase Agreements shall not constitute a Change
in Control, and (y) 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 (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);

                  (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,
         all 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

                                       4
<PAGE>
                  (d) Atlas and/or one or more of its directly or indirectly
         wholly-owned subsidiaries ceases to own 100% 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 means (i) for any Revolver Lender, its Revolver Commitment,
and (ii) for any Term Loan Lender, its Term Loan Commitment.

         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 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 and other non-cash
charges to Consolidated Net Income, minus (iii) non-cash credits to Consolidated
Net Income.

         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.

         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.

         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.

                                       5
<PAGE>
         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; (xiii) all obligations of such Person under Hedging
Agreements; and (xiv) with respect to Borrower or any Subsidiary, the Spectrum
Income Tax Obligation.

         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.

                                       6
<PAGE>
         DISPOSITION or DISPOSE means the sale, transfer or other disposition
(including any sale-leaseback transaction) of any property by any Person. 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.

         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.

                                       7
<PAGE>
         ERISA AFFILIATE shall mean each trade or business (whether or not
incorporated) which together with the Borrower or any Subsidiary would be deemed
to be a "SINGLE EMPLOYER" within the meaning of section 4001(b)(1) of ERISA or
subsections (b), (c), (m) or (o) of section 414 of the Code.

         ERISA EVENT shall mean (i) a "REPORTABLE EVENT" described in Section
4043 of ERISA and the regulations issued thereunder, (ii) the withdrawal of the
Borrower, any Subsidiary or any ERISA Affiliate from a Plan during a plan year
in which it was a "SUBSTANTIAL EMPLOYER" as defined in Section 4001(a)(2) of
ERISA, (iii) the filing of a notice of intent to terminate a Plan or the
treatment of a Plan amendment as a termination under Section 4041 of ERISA, (iv)
the institution of proceedings to terminate a Plan by the PBGC or (v) any other
event or condition which might constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan.

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

         EXCEPTED LIENS shall mean: (i) Liens for taxes, assessments or other
governmental charges or levies not yet due or which are being contested in good
faith by appropriate action and for which adequate reserves have been
maintained; (ii) Liens in connection with worker's compensation, unemployment
insurance or other social security, old age pension or public liability
obligations not yet due or which are being contested in good faith by
appropriate action and for which adequate reserves have been maintained in
accordance with GAAP; (iii) 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 Spectrum, 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.

                                       8
<PAGE>
         FEDERAL FUNDS RATE shall mean, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average
of the rates on overnight federal funds transactions with a member of the
Federal Reserve System arranged by federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such- day, provided, that (i) if the date for which such rate is to
be determined is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (ii) if such rate is not so
published for any day, the Federal Funds Rate for such day shall be the average
rate charged to the Administrative Agent on such day on such transactions as
determined by the Administrative Agent.

         FEE LETTER shall mean that certain letter agreement from Wachovia Bank,
National Association and Wachovia Capital Markets, LLC to the Borrower dated
June 10, 2004, concerning certain fees in connection with this Agreement and any
agreements or instruments executed in connection therewith, as the same may be
amended or replaced from time to time.

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

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

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

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

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

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

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

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

         GUARANTY AGREEMENT shall mean an agreement executed by a Guarantor in
form and substance satisfactory to the Administrative Agent guarantying,
unconditionally, payment of the Indebtedness, as the same may be amended,
modified or supplemented from time to time.

                                       9
<PAGE>
         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 ss.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
ss.303.009; provided however, that to the extent permitted by applicable law,
the Lender reserves the right to change the "applicable ceiling" from time to
time by further notice and disclosure to the Borrower.

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

         INCREASE EFFECTIVE DATE has the meaning set forth in SECTION 2.11(D).

         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.

                                       10
<PAGE>
         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 $5,000,000.

         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.

         LEVERAGE THRESHOLD means 3.50 to 1.00.

         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.

                                       11
<PAGE>
         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
Letter, the Security Instruments, Hedging Agreements entered into between
Borrower or any other Obligor and any Lender or Affiliate of any Lender, the
Consent to Assignment and the Assignment of Notes and Liens.

         LOANS shall mean the loans as provided for by SECTION 2.01(A) or any
Continuations or Conversions thereof.

         MASTER NATURAL GAS AGREEMENTS shall mean those agreements listed as
ITEMS 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 means any change, effect, event, occurrence or
circumstance affecting the Borrower that (i) results in, or could reasonably be
expected to result in, a material adverse effect on the business, assets,
results of operations or financial condition of the Borrower, or (ii) prevents
the Borrower from performing its obligations under the Spectrum Securities
Purchase Agreement or makes impossible the consummation of the transactions
contemplated by the Spectrum Securities Purchase Agreement, but excluding, in
the case of CLAUSE (I) above: (a) any change, effect, event, occurrence or
circumstance generally affecting the international, national, regional or local
natural gas gathering, treatment or processing industry and not adversely
affecting the operations of the Borrower in any manner or degree materially
different from the operations of other companies engaged in similar lines of
business; (b) any change, effect, event, occurrence or circumstance resulting
from changes in the international, national, regional or local markets for oil,
natural gas or other hydrocarbons or in prices paid for any such hydrocarbons;
or (c) any Governmental Requirement or act of any Governmental Authority
applicable to the hydrocarbon gathering, treatment or processing industries
generally that imposes restrictions, regulations or other requirements thereon
and not adversely affecting the operations of the Borrower in any manner or
degree materially different from the operations of other companies engaged in
similar lines of business. Any determination as to whether any change, effect,
event, occurrence or circumstance constitutes a Material Adverse Change shall be
made in accordance with a standard of good faith and commercial reasonableness
with respect to the facts and circumstances then prevailing.

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

         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
amount set forth opposite such Revolver Lender's name on ANNEX I under the
caption "MAXIMUM REVOLVER AMOUNTS" (as the same may be reduced pursuant to
SECTION 2.03(A) or increased pursuant to SECTION 2.11 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).

                                       12
<PAGE>
         MAXIMUM TERM LOAN AMOUNT shall mean, as to each Term Loan Lender, the
amount set forth opposite such Term Loan Lender's name on ANNEX I under the
caption "MAXIMUM TERM LOAN AMOUNTS".

         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.

         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 Pipeline 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.

                                       13
<PAGE>
         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.

         PIPELINE 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 Pipeline; all Hydrocarbons used as
linefill or pad gas in the Pipeline, and all tariffs, rents, issues, profits,
proceeds, revenues and other incomes from or attributable to the Pipeline 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
Pipeline (excluding automotive equipment or other personal property which may be
on such premises for the purpose of constructing the Pipeline 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.

         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 four percent (4%) per annum above the
Base Rate as in effect from time to time plus the Applicable Margin (if any),
but in no event to exceed the Highest Lawful Rate.

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

                                       14
<PAGE>
         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.

         QUARTERLY DATE shall mean the first day of each January, April, July,
and October in each year, the first of which shall be October 1, 2004; 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).

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

         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 or July 1, as
applicable; (i) the oil and gas reserves attributable to the Oil and Gas
Properties connected to the Pipeline accounting for eighty percent (80%) of the
Pipeline's 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.

                                       15
<PAGE>
         RESERVE REQUIREMENT shall mean, for any Interest Period for any LIBOR
Loan, the average maximum rate at which reserves (including any marginal,
supplemental or emergency reserves) are required to be maintained during such
Interest Period under Regulation D by member banks of the Federal Reserve System
in New York City with deposits exceeding one billion Dollars against
"EUROCURRENCY LIABILITIES" (as such term is used in Regulation D). Without
limiting the effect of the foregoing, the Reserve Requirement shall reflect any
other reserves required to be maintained by such member banks by reason of any
Regulatory Change against (i) any category of liabilities which includes
deposits by reference to which LIBOR is to be determined as provided in the
definition of "LIBOR" or (ii) any category of extensions of credit or other
assets which include a LIBOR Loan.

         RESPONSIBLE OFFICER shall mean, as to any Person, the Chief Executive
Officer, the President or any Vice President of such Person and, with respect to
financial matters, the term "RESPONSIBLE OFFICER" shall include the Chief
Financial Officer of such Person. Unless otherwise specified, all references to
a Responsible Officer herein shall mean a Responsible Officer of the 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) or increased pursuant to SECTION 2.11).

         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) or increased pursuant to SECTION 2.11).

         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.

                                       16
<PAGE>
         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).

         SPECTRUM ACQUISITION means the acquisition by APL Operating of the
Spectrum Shares pursuant to the Spectrum Acquisition Documents.

         SPECTRUM ACQUISITION DOCUMENTS means the Spectrum Securities Purchase
Agreement and each other agreement, document and instrument executed and
delivered by APL Operating or any other Obligor and any counterparty thereto in
connection with APL Operating's purchase of the Spectrum Shares.

         SPECTRUM INCOME TAX OBLIGATION means the obligation for Taxes incurred
by the Borrower or any Subsidiary in connection with the conversion by such
Person from a corporation to a limited liability company upon consummation of
the Spectrum Acquisition in an amount up to $40,000,000.

         SPECTRUM SECURITIES PURCHASE AGREEMENT means the Securities Purchase
Agreement dated as of June 10, 2004, between APL Operating and the Spectrum
Seller, with such amendments as may be satisfactory to the Administrative Agent.

         SPECTRUM SELLER means, collectively, 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.

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

         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.

                                       17
<PAGE>
         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) July 16, 2008, 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 July 16, 2009, and (b) the
effective date of any other termination, cancellation or acceleration of the
Term Loan Facility.

         THRESHOLD AMOUNT means (i) with respect to Dispositions (other than
Equity Offerings) by the Borrower or its Subsidiaries, $500,000 in the aggregate
for all such Dispositions after the Closing Date, and (ii) with respect to
Equity Offerings, the sum of (a) $22,000,000 in the aggregate after the Closing
Date, plus (b) purchase premiums paid in connection with each such Equity
Offering in accordance with the terms of the APL Operating Partnership Purchase
Agreements, plus (c) accrued and unpaid distributions with respect to preferred
partnership interests in APL Operating.

         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 Pipeline 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).

                                       18
<PAGE>
                                   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 an amount equal
                  to (x) until such time as the Spectrum Income Tax Obligation
                  has been paid in full, the Aggregate Maximum Revolver Amount
                  less the amount of the Spectrum Income Tax Obligation, and (y)
                  upon and following payment of the Spectrum Income Tax
                  Obligation, an amount equal to the Aggregate Maximum Revolver
                  Amount. Subject to the terms of this Agreement, during the
                  period from the Closing Date to and up to, but excluding, the
                  Termination Date in respect of the Revolver Facility, the
                  Borrower may borrow, repay and reborrow the amount described
                  in this SECTION 2.01(A).

                           (ii) Subject to and in reliance upon the terms,
                  conditions, representations and warranties in the Loan
                  Documents, each Term Loan Lender severally, but not jointly,
                  agrees to lend to the Borrower in a single advance on the
                  Closing Date a Term Loan in an amount equal to such Lender's
                  Term Loan Commitment. 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 five LIBOR
         Loans may be outstanding at any time.

                                       19
<PAGE>
         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
         $500,000 or any whole multiple of $250,000 in excess thereof. If a
         borrowing consists in whole or in part of Base Rate Loans, such Base
         Rate Loans shall be in amounts of at least $100,000 or integral
         multiples of $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.

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

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

                                       20
<PAGE>
                  (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.

                  (g) LETTERS OF CREDIT. The Borrower shall give the Issuing
         Bank (which shall promptly notify the Lenders of such request and their
         Percentage Share of such Letter of Credit) advance notice to be
         received by the Issuing Bank not later than 12:00 p.m. Charlotte, North
         Carolina time not less than three Business Days prior thereto of each
         request for the issuance, and at least ten Business Days prior to the
         date of the renewal or extension, of a Letter of Credit hereunder which
         request shall specify (i) the amount of such Letter of Credit, (ii) the
         date (which shall be a Business Day) such Letter of Credit is to be
         issued, renewed or extended, (iii) the duration thereof, (iv) the name
         and address of the beneficiary thereof, and (v) such other information
         as the Issuing Bank may reasonably request, all of which shall be
         reasonably satisfactory to the Issuing Bank. Subject to the terms and
         conditions of this Agreement, on the date specified for the issuance,
         renewal or extension of a Letter of Credit, the Administrative Agent
         shall issue, renew or extend such Letter of Credit to the beneficiary
         thereof.

         In conjunction with the issuance of each Letter of Credit, the Borrower
shall execute a Letter of Credit Agreement. In the event of any conflict between
any provision of a Letter of Credit Agreement and this Agreement, the Borrower,
the Issuing Bank, the Administrative Agent and the 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 $1,000,000 or any whole multiple of
         $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) Except as increased in accordance with SECTION 2.11, the
         Aggregate Maximum Revolver Amounts, once terminated or reduced, may not
         be reinstated.

                                       21
<PAGE>
         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 1/2 of
         1%. Accrued commitment fees shall be payable quarterly in arrears on
         each Quarterly Date and on the Termination Date in respect of the
         Revolver Facility.

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

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

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

                  (c) FEE LETTER. The Borrower shall pay to Administrative Agent
         for its account such other fees as are set forth in the Fee Letter on
         the dates specified therein to the extent not paid prior to the Closing
         Date.

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

                                       22
<PAGE>
         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.

                  (a) VOLUNTARY PREPAYMENTS. The Borrower may prepay the Base
         Rate Loans upon not less than one (1) Business Day's prior notice to
         the Administrative Agent (which shall promptly notify the Lenders),
         which notice shall specify the prepayment date (which shall be a
         Business Day) and the amount of the prepayment (which shall be at least
         $100,000 or the remaining aggregate principal balance outstanding on
         the Notes) and shall be irrevocable and effective only upon receipt by
         the Administrative Agent, provided that interest on the principal
         prepaid, accrued to the prepayment date, shall be paid on the
         prepayment date. The Borrower may prepay LIBOR Loans on the same
         conditions as for Base Rate Loans (except that prior notice to the
         Administrative Agent shall be not less than three (3) Business Days for
         LIBOR Loans) and in addition such prepayments of LIBOR Loans shall be
         subject to the terms of SECTION 5.05 and shall be in an amount equal to
         all of the LIBOR Loans for the Interest Period prepaid. In the event of
         a voluntary prepayment 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 Term Loan Principal
                  Debt in an amount equal to the portion of Net Cash Proceeds
                  (other than Equity Net Cash Proceeds) in excess of the
                  applicable Threshold Amount on the first Business Day
                  following the receipt thereof.

                           (ii) The Borrower shall prepay the Term Loan
                  Principal Debt in an amount equal to Equity Net Cash Proceeds
                  in excess of the applicable Threshold Amount required to
                  reduce the Borrower's Leverage Ratio to or below the Leverage
                  Threshold 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
         prepayments on the Revolver Loans may be reborrowed subject to the then
         effective Aggregate Maximum Revolver Amount.

                                       23
<PAGE>
         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.

         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


                                       24
<PAGE>
         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.

                  (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 Default exists and subject to availability under the Revolver
         Facility (after reduction for LC Exposure), to the extent the Borrower
         has not reimbursed the Issuing Bank for any drawn upon Letter of Credit
         within one (1) Business Days after notice of such disbursement has been
         received by the Borrower, the amount of such Letter of Credit
         reimbursement obligation shall automatically be funded by the 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).

                                       25
<PAGE>
         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.

         Section 2.11 INCREASE IN REVOLVER FACILITY.

                  (a) Provided there exists no Default or Event of Default and
         subject to the conditions set forth under CLAUSE (E) below, upon notice
         to the Administrative Agent (which shall promptly notify the Lenders),
         the Borrower may, from time to time, request increases in the aggregate
         Revolver Commitments under the Revolver Facility by an amount not
         exceeding $80,000,000 in the aggregate; provided, that (i) the sum of
         the Aggregate Maximum Revolver Amount and the Term Loan Principal Debt
         shall not exceed $175,000,000, and (ii) each increase of the Revolver
         Facility shall be in a minimum amount of $10,000,000, or integral
         multiples of $1,000,000 in excess thereof. At the time of sending such
         notice, the Borrower (in consultation with the Administrative Agent)
         shall specify the time period within which each Revolver Lender is
         requested to respond (which shall in no event be less than ten (10)
         Business Days from the date of delivery of such notice to the Revolver
         Lenders).

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

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

                  (d) If the aggregate Revolver Commitments are increased in
         accordance with this Section, the Administrative Agent and the Borrower
         shall determine the effective date (such date, the "INCREASE EFFECTIVE
         DATE") and the final allocation of such increase. The Administrative
         Agent shall promptly notify the Borrower and the Revolver Lenders of
         the final allocation of such increase in the Revolver Commitment and
         the Increase Effective Date.

                  (e) As a condition precedent to such increase, the Borrower
         shall deliver to the Administrative Agent a certificate of each Obligor
         dated as of the Increase Effective Date signed by a Responsible Officer
         of such Obligor (i) certifying that each of the conditions set forth in
         SECTION 6.03 have been satisfied by the Borrower (or a Subsidiary of
         Borrower, as the case may be) or waived by all Lenders, (ii) certifying
         and attaching the resolutions adopted by such Obligor approving or
         consenting to such increase, and (iii) in the case of the Borrower,
         certifying that, before and after giving effect to such increase, (A)
         the representations and warranties contained in ARTICLE VII and the
         other Loan Documents are true and correct on and as of the Increase
         Effective Date, except to the extent that such representations and
         warranties specifically refer to an earlier date, in which case they
         are true and correct as of such earlier date, and except that for
         purposes of this SECTION 2.11, the representations and warranties
         contained in SECTION 7.02 shall be deemed to refer to the most recent
         statements furnished pursuant to CLAUSES (A) and (B), respectively, of
         SECTION 8.01, and (B) no Default or Event of Default exists. To the
         extent necessary to keep the outstanding Revolver Loans ratable with
         any revised Percentage Shares of the Revolver Lenders arising from any
         nonratable increase in the Revolver Commitments under this Section, the
         Borrower shall prepay Revolver Loans outstanding on the Increase
         Effective Date and/or Lenders shall make assignments pursuant to
         arrangements satisfactory to the Administrative Agent (provided, that
         in each case, the Borrower shall pay any additional amounts required
         pursuant to SECTION 5.05).

                                       26
<PAGE>
                  (f) This Section shall supersede any provisions in SECTIONS
         4.05 or 12.04 to the contrary.

                                  ARTICLE III
                       PAYMENTS OF PRINCIPAL AND INTEREST

         Section 3.01 REPAYMENT OF LOANS.

                  (a) LOANS.

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

                           (ii) The Term Loan Principal Debt is due and payable
                  in quarterly installments of $1,250,000 (each, an
                  "AMORTIZATION PAYMENT"), commencing on October 1, 2004, 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.

                                       27
<PAGE>
                  (c) DUE DATES. Accrued interest on Base Rate Loans shall be
         payable on each Quarterly Date commencing on October 1, 2004, 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.

                  (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


                                       28
<PAGE>

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.

         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.

                                       29
<PAGE>
                  (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.

         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.

                                       30
<PAGE>
                  (b) OTHER TAXES. In addition, to the fullest extent permitted
         by applicable law, the Borrower agrees to pay any present or future
         stamp or documentary taxes or any other excise or property taxes,
         charges or similar levies that arise from any payment made hereunder or
         from the execution, delivery or registration of, or otherwise with
         respect to, this Agreement, any Assignment or any Security Instrument
         (hereinafter referred to as "OTHER TAXES").

                  (c) INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY
         APPLICABLE LAW, THE BORROWER WILL INDEMNIFY EACH LENDER, 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.

                  (d) LENDER REPRESENTATIONS.

                           (i) Each Lender represents that it is either (1) a
                  banking association or corporation organized under the laws of
                  the United States of America or any state thereof or (2) it is
                  entitled to complete exemption from United States withholding
                  tax imposed on or with respect to any payments, including
                  fees, to be made to it pursuant to this Agreement (A) under an
                  applicable provision of a tax convention to which the United
                  States of America is a party or (B) because it is acting
                  through a branch, agency or office in the United States of
                  America and any payment to be received by it hereunder is
                  effectively connected with a trade or business in the United
                  States of America. Each Lender that is not a banking
                  association or corporation organized under the laws of the
                  United States of America or any state thereof agrees to
                  provide to the Borrower and the Administrative Agent on the
                  Closing Date, or on the date of its delivery of the Assignment
                  pursuant to which it becomes a Lender, and at such other times
                  as required by United States law or as the Borrower or the
                  Administrative Agent shall reasonably request, two accurate
                  and complete original signed copies of either (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


                                       31
<PAGE>
                  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.

                           (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.

                                       32
<PAGE>
                                   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).

                  (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).

                                       33
<PAGE>
                  (c) CAPITAL ADEQUACY. Without limiting the effect of the
         foregoing provisions of this SECTION 5.01 (but without duplication),
         the Borrower shall pay directly to any Lender from time to time on
         request such amounts as such Lender may reasonably determine to be
         necessary to compensate such Lender or its parent or holding company
         for any costs which it determines are attributable to the maintenance
         by such Lender or its parent or holding company (or any Applicable
         Lending Office), pursuant to any Governmental Requirement following any
         Regulatory Change, of capital in respect of its Commitment, its Note,
         or its Loans or any interest held by it in any Letter of Credit, such
         compensation to include, without limitation, an amount equal to any
         reduction of the rate of return on assets or equity of such Lender or
         its parent or holding company (or any Applicable Lending Office) to a
         level below that which such Lender or its parent or holding company (or
         any Applicable Lending Office) could have achieved but for such
         Governmental Requirement. Such Lender will notify the Borrower that it
         is entitled to compensation pursuant to this SECTION 5.01(C) as
         promptly as practicable after it determines to request such
         compensation.

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

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

                  (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.

                                       34
<PAGE>
         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

                  (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 Administrative Agent in form
and substance (other than (x) closing deliverables set forth below by, on behalf
of or with respect to Spectrum, which items are hereby permitted to be delivered
after the Closing Date but no later than one Business Day following the
conversion of Spectrum Field Services, Inc. from a corporation into a limited
liability company, or such later date as the Administrative Agent may agree, and
(y) each other 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):

                                       35
<PAGE>
                  (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, the Borrower and APL
         Operating, and on behalf of APL Operating, as sole member for each of
         APL New York, APL Ohio, APL Pennsylvania and Spectrum, 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
         and APL Operating, 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 and Spectrum, 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 any Lender
         requesting a Note.

                  (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) Review of Obligors' financial condition satisfactory to
         the Lenders.

                  (f) An opinion of Ledgewood Law Firm P.C., counsel to the
         Obligors, and from local counsel acceptable to the Administrative
         Agent, with respect to the existence of the Obligors, due authorization
         and execution of the Loan Documents, enforceability of the Loan
         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
         Administrative Agent may reasonably request, each in form and substance
         satisfactory to the Administrative Agent.

                  (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 Administrative Agent may require
         setting forth the status of title to the Properties (including, without
         limitation, the Pipeline Properties) acceptable to the Administrative
         Agent, including delivery of mortgagee's policies of title insurance
         for such Properties as Administrative Agent shall request.

                  (i) Appropriate UCC search certificates and other evidence
         satisfactory to the Administrative Agent 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 Lenders.

                                       36
<PAGE>
                  (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, 2003, there has occurred no
         Material Adverse Change.

                  (l) Satisfactory review by the Administrative Agent of all
         Material Agreements.

                  (m) The Consents 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.

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

                  (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) Evidence that either RAI or Atlas, or both, shall have
         contributed at least $22,000,000 in equity to APL Operating in
         accordance with the terms of the APL Operating Partnership Purchase
         Agreements.

                  (r) A certificate of a Responsible Officer certifying that (i)
         APL Operating has received all governmental, shareholder and third
         party consents and approvals necessary to consummate the Spectrum
         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 Spectrum Acquisition or that could
         seek to threaten the consummation of the Spectrum 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 Spectrum 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 Spectrum Acquisition, or which, if adversely
         determined, could materially and adversely affect the Borrower, any of
         its Subsidiaries, or the Spectrum Shares, any transaction contemplated
         hereby or the ability of APL Operating to consummate the Spectrum
         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.

                  (s) A certificate of a Responsible Officer certifying that APL
         Operating is, concurrently with the funding of the initial Loans on the
         Closing Date, consummating the Spectrum Acquisition in accordance with
         the terms of the Spectrum Securities Purchase Agreement, with all
         material conditions precedent thereto having been satisfied in all
         material respects by the parties thereto.

                  (t) Copies of the fully executed Spectrum Securities Purchase
         Agreement and all other material Spectrum Acquisition Documents,
         certified as true and correct by a Responsible Officer.

                  (u) Receipt of an Assignment of Notes and Liens with respect
         to collateral securing the Bank Credit Facility (as defined in the
         Spectrum Securities Purchase Agreement), in form and substance
         satisfactory to the Administrative Agent.

                                       37
<PAGE>
                  (v) Such other documents as the Administrative Agent, any
         Lender or counsel to the Administrative Agent may reasonably request.

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

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

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

                  (c) the representations and warranties made by the Borrower in
         ARTICLE VII and in the Security Instruments shall be true on and as of
         the date of the making of such Loans or issuance, renewal, extension or
         reissuance of a Letter of Credit with the same force and effect as if
         made on and as of such date and following such new borrowing, except to
         the extent such representations and warranties are expressly limited to
         an earlier date.

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

         Section 6.03 CONDITIONS PRECEDENT TO INCREASE OF REVOLVER FACILITY. The
obligations of the Revolver Lenders to increase the amount of the Revolver
Facility pursuant to SECTION 2.11 is subject to the Administrative Agent's
receipt of calculations indicating that the Borrower's Leverage Ratio, after
giving effect to any increase in the Revolver Principal Debt, is less than or
equal to the Leverage Threshold.

         Section 6.04 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 6.05 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):

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<PAGE>
         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. The audited consolidated balance
sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2003,
and 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 and the unaudited
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
at March 31, 2004, and their related consolidated statements of income,
partners' equity and cash flow of the Borrower and its Consolidated Subsidiaries
for the three month period ended on such date heretofore furnished to the
Administrative Agent, are/is complete and correct and fairly present the
consolidated financial condition of the Borrower and its Consolidated
Subsidiaries as at said dates and the results of its operations for the fiscal
year and the three month period on said dates, all in accordance with GAAP, as
applied on a consistent basis (subject, in the case of the interim financial
statements, to normal year-end adjustments). Except as reflected or referred to
in such financial statements, neither the Borrower nor any Subsidiary has on the
Closing Date any material Debt (other than the Spectrum Income Tax Obligation),
contingent liabilities, liabilities for taxes, unusual forward or long-term
commitments or unrealized or anticipated losses from any unfavorable
commitments. Since December 31, 2003, there has been no change or event having a
Material Adverse Effect. 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.

         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.

                                       39
<PAGE>
         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 Spectrum
Acquisition, (iii) to refinance Debt of Spectrum Field Services, Inc. in
accordance with the Spectrum Acquisition Documents, (iv) for the development of
the Obligors' Pipeline Properties and the acquisition of Pipeline Properties and
related assets by the Obligors, (v) for Obligors' working capital, (vi) for
Letters of Credit to support the obligations of the Obligors, and (vii) 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.

                  (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.

                                       40
<PAGE>
                  (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.

         Section 7.10 TITLES, ETC.

                  (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.

                                       41
<PAGE>
         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 PIPELINE. The statements relating to the
transportation of gas through the Pipeline for the period from December 31,
2003, through March 31, 2004, furnished by the Borrower to the Administrative
Agent, are accurate; since March 31, 2004, there has been no damage, destruction
or loss to the Pipeline; the Pipeline is currently in operation and the monthly
transportation of Hydrocarbons through the Pipeline has not materially
diminished.

         Section 7.15 CAPITALIZATION OF GENERAL PARTNER AND SUBSIDIARIES.

                  (a) The issued and outstanding securities of the Borrower
         consist of three million, four hundred sixty-three thousand, six
         hundred fifty-nine (3,463,659) common units of limited partnership
         interest and one million, six hundred forty-one thousand, twenty-six
         (1,641,026) subordinated units of limited partnership, 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.

                                       42
<PAGE>
         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;

                  (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.

                                       43
<PAGE>
         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.

         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 (i) 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 (A) 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 (B) 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 (ii) 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.

                                       44
<PAGE>
         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.

                                  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).

                                       45
<PAGE>
                  (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.

                  (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
         Pipeline 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) BUDGET. As soon as available, and in any event at least 30
         days prior to the beginning of each fiscal year, a budget for the
         Borrower and its Subsidiaries outlining estimated capital expenditures
         of such Persons during the fiscal year covered by such budget.

                                       46
<PAGE>
                  (i) SPECTRUM INCOME TAX OBLIGATION. Evidence of payment of the
         Spectrum Income Tax Obligation (or good faith estimate thereof)
         promptly upon payment.

                  (j) 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.

                  (k) 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.

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 $250,000 or an
aggregate of claims in excess of $500,000 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 $250,000 or an
aggregate of such claims in excess of $500,000.

         Section 8.03 MAINTENANCE, ETC.

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

                                       47
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                  (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 portion of the
         Pipeline is 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 portion of the Pipeline is connected are no
         longer producing Hydrocarbons in economically reasonable amounts and
         except for Transfers permitted by SECTION 9.15. Each Obligor will
         operate its Pipeline Properties and other material Properties to be
         operated in a careful and efficient manner in accordance with the
         practices of the industry and in compliance with all applicable
         contracts and agreements and in compliance in all material respects
         with all Governmental Requirements.

         Section 8.04 ENVIRONMENTAL MATTERS.

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

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                  (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 $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.

         Section 8.07 RESERVE REPORTS.

                  (a) The Borrower shall furnish to the Administrative Agent and
         the Lenders a Reserve Report each August 1 and February 1 during the
         term of this Agreement commencing August 1, 2004. The February 1
         Reserve Report shall be prepared by certified independent petroleum
         engineers or other independent petroleum consultant(s) acceptable to
         the Administrative Agent and the August 1 Reserve Report of each year
         shall be prepared by or under the supervision of the chief engineer of
         the Obligors and for which a Responsible Officer shall certify such
         Reserve Report to be true and accurate and to have been prepared in
         accordance with the procedures used in the immediately preceding
         February 1 Reserve Report.

                  (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 Pipeline, (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 Pipeline 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.

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

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

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

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<PAGE>
                           (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 a Default or Event of Default and within thirty
                  (30) days after receipt of notice from Administrative Agent,
                  Obligors will relinquish their respective rights to operate
                  the Pipeline 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.

         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.

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

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

         Section 8.13 GUARANTIES. As an inducement to the Administrative Agent
and the Lenders to enter into this Agreement, each Obligor (other than the
Borrower) shall execute and deliver to Administrative Agent a Guaranty Agreement
substantially in the form and upon the terms of EXHIBIT G, providing for the
guaranty of payment and performance of the Indebtedness. 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, 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 follows: first, to RAI or Atlas, or both, as
applicable, to repurchase such Persons' preferred partnership interests in APL
Operating in an amount not to exceed the sum of (i) $22,000,000 in the
aggregate, plus (ii) purchase premiums paid in connection with each such Equity
Offering in accordance with the terms of the APL Operating Partnership Purchase
Agreements, plus (iii) accrued and unpaid distributions with respect to such
preferred partnership interests; and second, as required pursuant to SECTION
2.07(B)(II).

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                                   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 $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;

                  (h) Debt of the Borrower to Atlas under the Omnibus Agreement
         not to exceed $1,500,000 for construction of additions to the Pipeline,
         provided, that such Debt is repaid by the Borrower through the purchase
         by Atlas of common partnership interests in the Borrower;

                  (i) 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;

                  (j) the Spectrum Income Tax Obligation; and

                  (k) Debt of the Borrower not otherwise described under
         SUBPARAGRAPHS (A) through (J) above not to exceed $250,000 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;

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                  (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(K); 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;

                  (d) deposits maturing within one year from the date of
         creation thereof with, including certificates of deposit issued by, any
         Lender or any office located in the United States of any other bank or
         trust company which is organized under the laws of the United States or
         any state thereof, has capital, surplus and undivided profits
         aggregating at least $100,000,000.00 (as of the date of such Lender's
         or bank or trust company's most recent financial reports) and has a
         short term deposit rating of no lower than A2 or P2, as such rating is
         set forth from time to time, by 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
         $50,000;

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<PAGE>
                  (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 and 9.14 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) such acquisitions
         outside the Appalachian Basin which are otherwise permitted pursuant to
         this SECTION 9.03(I) shall be limited to an aggregate purchase price of
         $15,000,000 during the term of this Agreement.

         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. Notwithstanding the foregoing, the Borrower may repurchase
RAI's and Atlas' preferred limited partnership interests in APL Operating, so
long as (i) such repurchases are consummated concurrently with an Equity
Offering by the Borrower and do not exceed the sum of (a) $22,000,000 in the
aggregate, plus (b) purchase premiums paid in connection with each such Equity
Offering in accordance with the terms of the APL Operating Partnership Purchase
Agreements, plus (c) accrued and unpaid distributions with respect to such
preferred partnership interests; and (ii) no Event of Default has occurred and
is continuing or would occur as a result of such repurchases.

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

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

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

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

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

         Section 9.08 LIMITATION ON LEASES. None of the Obligors will create,
incur, assume or permit to exist any obligation for the payment of rent or hire
of Property of any kind whatsoever real or personal including capital leases
which would cause the aggregate amount of all payments made by such Obligors
pursuant to all such leases or lease agreements to exceed $1,000,000 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 Pipeline 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 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.

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         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 December 30, 2004         4.25 to 1.00
         December 31, 2004 through June 29, 2005        4.00 to 1.00
         June 30, 2005 and thereafter                   3.50 to 1.00

provided, that after any increase of the Revolver Facility in accordance with
SECTION 2.11, the Leverage Ratio as of the end of any fiscal quarter shall not
exceed 3.50 to 1.00.

         Section 9.15 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
$500,000 in the aggregate in any twelve month period, and (ii) the abandonment
of any section of the Pipeline as the wells connected to that section cease to
produce in economic quantities; provided, no Event of Default exists or would be
caused thereby and (iii) the issuance of common units in Borrower to repay any
loans made by Atlas under the Omnibus Agreement.

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         Section 9.16 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 9.17 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 2, 3, 4 and 5 on SCHEDULE 7.23 shall be deemed
to be arm's length transactions.

         Section 9.18 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 and except for the sale
of the preferred partnership interests in APL Operating to RAI or Atlas, or
both, pursuant to the APL Operating Partnership Purchase Agreements.

         Section 9.19 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 9.20 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.

         Section 9.21 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 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 Pipeline under such agreements.

         Section 9.22 ACCOUNTING CHANGES. Borrower shall not and shall not
permit any Subsidiary to make any significant change in accounting treatment or
reporting practices except as required by GAAP, or change the fiscal year of the
Borrower or any Subsidiary.

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                                    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
         $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 $5,000,000, 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

                  (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

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

                  (h) a judgment or judgments for the payment of money in excess
         of $150,000 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 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) Robert Firth shall cease or fail for any reason to serve
         and function as President of Spectrum, and shall not be succeeded in
         such position within sixty (60) days by a Person acceptable to
         Administrative Agent and Required Lenders; or

                  (l) 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

                  (m) 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

                  (n) a Material Adverse Effect occurs.

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         Section 10.02 REMEDIES.

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

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

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

         Section 10.03 GATHERING FEES; DISTRIBUTIONS.

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

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

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

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

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

                                   ARTICLE XI
                            THE ADMINISTRATIVE AGENT

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

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

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

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

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

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         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.

         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.

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         Section 11.09 NO OTHER DUTIES. Notwithstanding anything to the contrary
set forth herein, none of "syndication agent," "co-documentation agents,"
"co-agents," "book managers," "lead managers," "arrangers," "lead arrangers" or
"joint lead arrangers" 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
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 Obligations (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.

                                   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.

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         Section 12.03 PAYMENT OF EXPENSES, INDEMNITIES, ETC.

                  (a) The Obligors agree:

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

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

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                           (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.

                  (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.

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         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 Extension of Credit, SECTION 6.02, without
         the written consent of each Lender (other than any Lender that is, at
         such time, a Defaulting Lender);

                  (b) 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 extend or increase the amount of the
         aggregate Commitments under either Facility without the written consent
         of Lenders having more than 66-2/3% of the sum of (i) the unused
         portion, if any, of the Commitments under the applicable Facility plus
         (ii) the total outstanding amount of the Commitments under the
         applicable Facility, in each case, at such time;

                  (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;

                  (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;

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                  (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, 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.

                  (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 $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);

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                           (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
                  $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.

                  (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. In
         addition, at any time that a request for a consent for a material or
         substantive change to the Loan Documents is pending, any Lender wishing
         to consult with other Lenders in connection therewith may request and
         receive from the Administrative Agent a copy of the Register.

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                  (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.

                  (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.

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                  (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.

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

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

                                       72
<PAGE>
         Section 12.13 GOVERNING LAW, SUBMISSION TO JURISDICTION.

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

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

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

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

                  (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.

                                       73
<PAGE>
         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.

                                       74
<PAGE>
         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.

                                       75
<PAGE>

         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 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.]


                                       76
<PAGE>
         IN WITNESS WHEREOF, the undersigned, with the intent of being legally
bound hereby, have caused this Agreement to be executed this ___ day of July,
2004.

ATTEST:                              BORROWER:

                                     ATLAS PIPELINE PARTNERS, L.P.,
                                     a Delaware limited partnership
                             (SEAL)
                                     By:  Atlas Pipeline Partners GP, LLC,
                                          its general partner

By:________________________________
Name: _____________________________       By:_________________________________
Title:_____________________________       Name:_______________________________
                                          Title:______________________________




                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

         IN WITNESS WHEREOF, the undersigned, with the intent of being legally
bound hereby, have caused this Revolver Note to be executed this ___ day of
July, 2004.

                              GUARANTORS:

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

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

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


                                      By:___________________________
                                      Name:_________________________
                                      Title:________________________


                              ATLAS PIPELINE OHIO, LLC,
                              a Pennsylvania limited liability company

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

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


                                      By:___________________________
                                      Name:_________________________
                                      Title:________________________


                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]
<PAGE>

                              ATLAS PIPELINE PENNSYLVANIA, LLC,
                              a Pennsylvania limited liability company

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

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


                                      By:___________________________
                                      Name:_________________________
                                      Title:________________________


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

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


                                      By:___________________________
                                      Name:_________________________
                                      Title:________________________


                              SPECTRUM FIELD SERVICES LLC,
                              a Delaware limited liability company

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

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


                                      By:___________________________
                                      Name:_________________________
                                      Title:________________________



                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>

                              ADMINISTRATIVE AGENT, ISSUING BANK
                              AND A LENDER:

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



                              By: ____________________________________________
                                  Russell Clingman
                                  Director


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

                              Wachovia Bank, National Association
                              1001 Fannin, Suite 2255
                              Houston, Texas 77002
                              Telecopier No.: 713-650-6354
                              Telephone No.: 713-346-2716
                              Attention: Russell Clingman



                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>
                                  LENDERS:

                                  KEYBANK NATIONAL ASSOCIATION,
                                  as a Lender


                                  By:_______________________________________
                                      Name:
                                      Title:




                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]
<PAGE>


                                  BANK OF OKLAHOMA N.A.,
                                  as a Lender



                                  By:_______________________________________
                                      Name:
                                      Title:




                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>


                                  WELLS FARGO BANK, N.A.
                                  as a Lender



                                  By:_______________________________________
                                      Name:
                                      Title:




                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>


                                  FLEET NATIONAL BANK,
                                  as a Lender



                                  By:_______________________________________
                                      Name:
                                      Title:




                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]



<PAGE>


                                  FORTIS CAPITAL CORP.,
                                  as a Lender




                                  By:_______________________________________
                                      Name:
                                      Title:




                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>


                                  GUARANTY BANK,
                                  as a Lender




                                  By:_______________________________________
                                      Name:
                                      Title:




                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]


<PAGE>


                                  BANK OF SCOTLAND,
                                  as a Lender




                                  By:_______________________________________
                                      Name:
                                      Title:




                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]


<PAGE>


                                  COMERICA BANK,
                                  as a Lender




                                  By:_______________________________________
                                      Name:
                                      Title:




                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]


<PAGE>


                                  WESTLB AG, NEW YORK BRANCH,
                                  as a Lender


                                  By:_______________________________________
                                      Name:
                                      Title:




                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>


                                  COMPASS BANK,
                                  as a Lender


                                  By:_______________________________________
                                      Name:
                                      Title:




                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>


                                  UFJ BANK LIMITED, NEW YORK BRANCH,
                                  as a Lender




                                  By:_______________________________________
                                      Name:
                                      Title:




                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]