Exhibit
10.8

     

    GAS
GATHERING AGREEMENT

    EXPANSION
GATHERING SYSTEM


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
      
        
          	 
      


        

      

       [Redacted
Copy]

    

    Specific
terms in this exhibit have been redacted, as marked three asterisks
(***), because confidential treatment for those terms has been
requested.  The redacted material has been separately filed with the
Securities and Exchange Commission.

    


    GAS
GATHERING AGREEMENT

    For
Natural Gas on the

    Expansion
Gathering System

    


    DATED
AS OF JUNE 1, 2009

    


    between

    


    LAUREL
MOUNTAIN MIDSTREAM, LLC

    


    and

    


    ATLAS
AMERICA, LLC

    ATLAS
ENERGY RESOURCES, LLC

    ATLAS
ENERGY OPERATING COMPANY, LLC

    ATLAS
NOBLE LLC

    RESOURCE
ENERGY LLC

    VIKING
RESOURCES, LLC

    ATLAS
PIPELINE PARTNERS, L.P.

    ATLAS
PIPELINE OPERATING PARTNERSHIP, LP


    
      
        	 
      


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        	
                GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                 

              	
                PAGE 
      2

              


      

    

    
       

    

    GAS
GATHERING AGREEMENT

     

    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                	
                        Section

                      	 	
                        Title

                      	 	
                        Page

                      
	 
      	 	 
      	 	 
      
	
                        1.

                      	 	
                        COMMITMENTS

                      	 	
                        3

                      
	 
      	 	 
      	 	 
      
	
                        2.

                      	 	
                        SERVICE
      OPTIONS

                      	 	
                        6

                      
	 
      	 	 
      	 	 
      
	
                        3.

                      	 	
                        CONDITIONING
      OF GAS

                      	 	
                        12

                      
	 
      	 	 
      	 	 
      
	
                        4.

                      	 	
                        ELECTRONIC
      FLOW MEASUREMENT

                      	 	
                        13

                      
	 
      	 	 
      	 	 
      
	
                        5.

                      	 	
                        STATEMENTS
      AND PAYMENT

                      	 	
                        14

                      
	 
      	 	 
      	 	 
      
	
                        6.

                      	 	
                        TERM

                      	 	
                        15

                      
	 
      	 	 
      	 	 
      
	
                        7.

                      	 	
                        ASSIGNMENT
      OF RIGHTS

                      	 	
                        15

                      
	 
      	 	 
      	 	 
      
	
                        8.

                      	 	
                        EXHIBITS
      AND SCHEDULES

                      	 	
                        16

                      
	 
      	 	 
      	 	 
      
	
                        9.

                      	 	
                        SUPERSEDED
      AGREEMENT

                      	 	
                        16

                      
	 
      	 	 
      	 	 
      
	
                        10.

                      	 	
                        JOINT
      AND SEVERAL OBLIGATIONS

                      	 	
                        17

                      
	 
      	 	 
      	 	 
      
	
                        11.

                      	 	
                        ENTIRE
      AGREEMENT

                      	 	
                        17

                      


              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      3

            


    
 

    THIS GAS
GATHERING AGREEMENT (“Agreement”) is made and
entered into by and between LAUREL MOUNTAIN MIDSTREAM, LLC, a Delaware limited
liability company (“LMM”), and ATLAS ENERGY
RESOURCES, LLC, a Delaware limited liability company, ATLAS ENERGY OPERATING
COMPANY, LLC, a Delaware limited liability company, ATLAS AMERICA, LLC, a
Pennsylvania limited liability company, ATLAS NOBLE LLC, a Delaware limited
liability company, RESOURCE ENERGY LLC, a Delaware limited liability company,
and VIKING RESOURCES, LLC, a Pennsylvania limited liability company (each
individually a “Shipper”
or collectively, the “Shippers”), and only as to
Section 7, below, ATLAS PIPELINE PARTNERS, L.P. and ATLAS PIPELINE OPERATING
PARTNERSHIP, LP (hereinafter “APL” and “APL Operating,”
respectively).


    
       

      
        
          	
                  RECITALS

                	 
      


        

      

    

     

    
      	
              A.

            	
              Shippers
      each own or control a supply of Gas that they desire LMM to Gather for
      Shippers’ account.

            


    

     

    
      	
              B.

            	
              LMM
      will be constructing a high-pressure natural gas gathering system and
      related facilities within the Area of Interest, which shall be generally
      referred to as the “Expansion Gathering
      System,” or “Gathering System,” and
      is willing to Gather such Gas for Shippers’ account on that system
      pursuant to the terms set forth
herein.

            


    

     

    
      	
              C.

            	
              LMM
      and Shippers will simultaneously with this Agreement be entering into a
      gathering agreement for the gathering of natural gas on a low pressure
      system currently existing in the Area of Interest (the “Legacy Appalachian Gathering
      System”), which together with this Agreement constitutes the
      Parties’ entire agreement regarding gathering services in the Area of
      Interest.

            


    

     

    
      	
              D.

            	
              Capitalized
      terms used in this Agreement and not defined in the body hereof shall have
      the meanings ascribed to them in Exhibit “A” hereto and made a part
      hereof.

            


    

     

    NOW,
THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the parties agree as follows:


    
       

      
        
          	
                  AGREEMENT

                	 
      


        

      

       

    

    
      
        
          	
                  1.

                	
                  COMMITMENTS

                


        

      

    

     

    
      
        
          	
                	
                  1.1

                	
                  Shippers’
      Dedication.

                


        

      

    

     

    
      
        	
              	
                (a)

              	
                Each Shipper, on behalf
      of itself, its Affiliates, and each Investment Program, dedicates to LMM
      for Gathering all of such Shipper’s, Shipper’s Affiliates’, and such
      Investment Programs’ present and future right, title, and interest in Gas,
      including without limitation Gas produced from such Shipper’s Existing
      Well Interests, Existing Third Party Well Interests and Investment Program
      Well Interests, from the Area of Interest, as described in Exhibit “B”
      (collectively “Shippers’
      Gas”), provided that the following interests in Gas shall be
      excluded from dedication
hereunder:

              


      

    

     

    
      
        	
              	
                (i)

              	
                any
      Minority Interest in Subsequently Acquired Gas (as defined below) from any
      production or acreage in which Shipper neither controls nor operates the
      production.  For purposes of this Section 1.1, a “Minority Interest” shall
      be any production or acreage in which any other party or parties, in the
      aggregate, not an Affiliate of Shipper owns a greater interest, by
      percentage, than Shippers;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                any
      interest in Subsequently Acquired Gas which, prior to acquisition by
      Shipper, is dedicated to or is flowing through another gathering system
      which is owned by an entity from whom Shipper acquired such interest in
      Gas (a “Producer
      System”), provided that such Gas will be dedicated to LMM in the
      event LMM purchases the Producer System in accordance with the terms of
      Section 2.4(c), below, or Section 2.5, as
  applicable;

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      4

            


    


    
      
        	
              	
                (iii)

              	
                any
      interest in Subsequently Acquired Gas which prior to acquisition is
      dedicated to a third party gatherer, provided that such Gas will be
      dedicated to LMM in the event LMM exercises its option in accordance with
      the terms of Section 2.4(c) or Section 2.5, as applicable, below;
      and

              


      

    

     

    
      
        	
              	
                (iv)

              	
                those
      existing interests (including future interests in the areas of mutual
      interest described in the area of mutual interest agreements identified on
      Exhibit “F,” provided, however, that Shipper shall not agree to
      expand any such area of mutual interest from and after the Effective Date
      (as defined in Section 5, below),  that are subject to any of
      the agreements or produced from any of the wells listed in Exhibit
      “F”.

              


      

    

     

    It is
understood and agreed between the parties that all interests in Gas as described
above, unless expressly excluded in this Section 1.1, are dedicated to LMM by
this Agreement, and by the Legacy Gathering Agreement.  LMM, at its
discretion, shall determine whether the Gas will be considered dedicated to this
Agreement or to the Legacy Gathering Agreement. For the avoidance of doubt, to
the extent any Shipper’s Affiliate ceases to be an Affiliate, such entity shall
no longer be considered a “Shipper’s Affiliate”
hereunder.

     

    
      
        	
              	
                (b)

              	
                Each
      Shipper, for itself and its Affiliates, represents and warrants that it
      has the authority to make such dedication as to its Gas, and agrees that
      LMM may file memoranda of this agreement in local land records
      substantially in the form shown in Exhibit “G”.  Each Shipper
      covenants that it will not request or solicit any potential seller of any
      interest in Gas to create any dedication of the Gas prior to Shipper’s
      acquisition.  Shippers further warrant that the contracts listed
      on Exhibit “F” (other than the leases listed as being subject to the joint
      venture or farmout agreements listed on Exhibit “F”, in each case only to
      the extent the lessee under each such lease is not a Shipper or an
      Affiliate of a Shipper) have not been amended or otherwise modified in any
      way between April 1, 2009 and the Effective
  Date.

              


      

    

     

    
      
        	
              	
                (c)

              	
                Each
      Shipper, for itself and its Affiliates, covenants that no subsequent
      transfer of any interest in its Gas shall be made without being made
      subject to this dedication obligation herewith.  Each Shipper
      shall provide LMM prompt notice of any such transfer and shall obtain and
      provide to LMM transferee’s acknowledgement of the
      dedication.  LMM may file memoranda of this Agreement in local
      land records substantially in the form shown in Exhibit “G” as of the
      Effective Date and as of the date of development and production of
      Gas.

              


      

    

     

    
      
        	
              	
                (d)

              	
                Subject
      to the prior written consent of LMM, such consent not to be unreasonably
      withheld, each Shipper may remove acreage from the dedication obligation
      described in Section 1.1(a) above in connection with an acreage swap with
      a third party or third parties (“Removed Acreage”)
      provided (i) all of the acreage received by that Shipper in exchange for
      the Removed Acreage (the “Replacement Acreage”) is
      dedicated hereunder; (ii) all of the Replacement Acreage is within the
      Area of Interest; (iii) the area of such Replacement Acreage is, or the
      estimated reserves or resources included under the Replacement Acreage are
      equivalent or superior to the Removed Acreage, and (iv) the Replacement
      Acreage is located such that it will improve gathering
      efficiency.  LMM agrees to file of record amendments to such
      memorandum, or execute filings of record at any Shipper’s reasonable
      request, to reflect such acreage swaps consented to by
  LMM.

              


      

    

     

    
      
        	
              	
                (e)

              	
                Shippers
      and LMM acknowledge and agree that neither LMM nor Shipper shall have any
      obligation whatsoever hereunder with respect to Gas or acreage not subject
      to the foregoing
dedication.

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      5

            


    


    
      	
               
      

            	
              1.2

            	
              LMM’s Gathering
      Service.  LMM shall Gather on a Guaranteed Capacity basis
      that quantity of Shipper’s Gas, subject to the provisions set forth in
      Exhibit “E”, which is necessary to fulfill Shipper’s Scheduled
      Nomination(s) and Shipper’s commitment to provide Gathering Fuel, and
      subject to Force Majeure and Maintenance. LMM shall have the right to
      commingle Shipper’s Gas with other natural gas in the Gathering
      System.  LMM shall build out the Gathering System, subject to
      Section 2.3 of this Agreement, to accommodate Shipper’s Gas drilled after
      the Effective Date of this
Agreement.

            


    

     

    
      	
               
      

            	
              1.3

            	
              Gathering Fuel. Shippers
      shall provide to LMM Shippers’ share of Gathering Fuel, which share shall
      be pro rated based on Shippers’ volumes of Gas Gathered hereunder as a
      proportion of the volumes of all Gas Gathered into the Gathering
      System.  LMM shall give Shipper written notice of the Gathering
      Fuel percentage that will be in effect during the upcoming Month. This
      Gathering Fuel percentage shall be based on actual usage during periods of
      normal operation of the Gathering System during the previous Month, but
      may be adjusted by LMM when necessary to improve accuracy.  LMM
      may utilize fuel percentages based on estimated use for any new Gathering
      System that has not been in operation for a full Month, which may be
      adjusted when necessary to improve accuracy and subject to the true up
      process described herein.  On a Monthly basis, LMM shall adjust
      the Gathering Fuel percentage to equal the actual use of Gathering Fuel in
      the preceding Month.

            


    

     

    In the
event LMM utilizes electric power in lieu of gas fuel for operation of any of
the LMM Facilities, Shipper’s fuel for such facility shall then be eighty-four
percent (84%) of Shipper’s pro rata share of such power required, and shall be
billed in addition to other fuel requirements or fees hereunder.

     

    
      	
               
      

            	
              1.4

            	
              Gathering System
      Pressures.  LMM shall make commercially reasonable
      efforts to maintain the Gathering System pressures for Shipper’s Gas
      received by LMM.  LMM acknowledges that third parties may own
      and control Gas upstream of the compression facilities and that LMM shall,
      despite such third party Gas, make such effort to maintain the system
      pressures.  In the event that LMM fails to maintain or fails to
      take action to maintain the Gathering System pressures as set forth in the
      Expansion Proposal, as such Expansion Proposal may be modified pursuant to
      Section 2.6(b), for thirty (30) Days in any forty-five (45) Day period,
      then, at Shipper’s election, (x) Shipper may construct such
      improvements as Shipper may deem necessary to remedy LMM’s failure to
      maintain the Gathering System pressures as set forth in the Expansion
      Proposal as may be modified pursuant to Section 2.6(b), in which case all
      Gas gathered through such improvement (which improvement shall be the sole
      property of Shipper) shall be Gathered by LMM at the Reduced Rate, or
      (y) each Well constrained by LMM’s failure and all Gas produced from
      such Well will no longer be subject to this Agreement.  In the
      calculation of Gathering System pressures, LMM may exclude any Day when
      any of the following conditions occur (“Excluded
      Days”):  (i) Force Majeure, (ii) Maintenance, or
      (iii) when Shipper’s Gas exceeds Shipper’s MDQ or does not meet the
      Gas Quality requirements in Exhibit “A” part C.  For avoidance
      of doubt, no Excluded Days will be counted for purposes of determining the
      thirty (30) Day or forty-five (45) Day periods described
      above.

            


    

     

    
      	
               
      

            	
              1.5

            	
              Full Capacity
      Area.  Notwithstanding any other provision of this
      Agreement, for a period of *** years after the Effective Date, LMM hereby
      reserves for the sole benefit of the Shippers one hundred percent (100%)
      of the capacity of the Gathering System (as currently existing and in the
      future expanded) in the following townships located in ***, Pennsylvania:
      ***.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      6

            


    


    
      	
              2.

            	
              SERVICE
      OPTIONS

            


    

     

    
      	
               
      

            	
              2.1

            	
              Increasing the MDQ. If
      it appears that the Daily quantity of Shipper’s Gas exceeds or is likely
      to exceed the MDQ, then Shipper shall provide LMM with such written
      information as necessary to confirm the amount by which the Daily quantity
      of Shipper’s Gas exceeds or is likely to exceed the MDQ (“Excess Quantity”) and
      shall request in writing an increase in the MDQ equal to the Excess
      Quantity.  Failure of Shipper to give such written information
      and request to LMM shall not impair LMM’s option under this Section
      2.1.  LMM shall have the option to increase the MDQ by the
      Excess Quantity which it shall exercise, if at all, by providing written
      notice thereof to Shipper within ten (10) Business Days after LMM receives
      Shipper’s written information and request to increase the MDQ or at any
      time if Shipper does not give LMM such written information and
      request.  If LMM determines that additional facilities will need
      to be constructed to increase the MDQ, then LMM shall deliver an Expansion
      Proposal (as defined in Section 2.6(a)) within thirty (30) Days of the
      date on which LMM was to have delivered written notice of the exercise of
      its option to increase the MDQ and thereafter, such Expansion Proposal
      will be subject to the terms of Section 2.6 and the applicable Project
      shall be deemed complete and the remaining drilling shall be deemed to be
      a new Project (as defined in Section 2.6(a)).  If LMM
      exercises this option, then this Agreement shall be unilaterally amended
      by LMM to increase the MDQ by the Excess Quantity effective LMM the date
      LMM completes all facilities necessary to Gather the Excess Quantity on a
      Guaranteed Capacity basis.  If LMM declines to exercise this
      option after receiving Shipper’s written information and request to
      increase the MDQ the Excess Quantity shall be released from dedication to
      LMM for Gathering under this
Agreement.

            


    

     

    
      	
               
      

            	
              2.2

            	
              Decreasing the
      MDQ.  LMM may decrease the MDQ any time after this
      Agreement has been in effect for three (3) years if the average of
      Shipper’s Scheduled Nominations on a Daily basis over the ninety (90) Days
      immediately preceding fails to equal at least eighty  percent
      (80%) of the MDQ.  LMM shall provide written notice of the new
      MDQ to Shipper at least ten (10) Business Days before affecting the
      decrease, which notice by LMM shall unilaterally amend this Agreement on
      the eleventh (11th)
      Business Day after delivery or the date specified in the notice, whichever
      is later.  In no event shall the new MDQ be lower than one
      hundred and ten percent (110%) of the average of Shipper’s Scheduled
      Nominations on a Daily basis over the ninety (90) Days immediately
      preceding.

            


    

     

    
      	
               
      

            	
              2.3

            	
              LMM’s
      Obligation and Option to Receive Shipper’s Gas from Future Wells in the
      Area of Interest.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Future Connectable Wells in
      Area of Interest.  If Shipper owns any right title or
      interest in Gas that is to be produced from any future Connectable Well in
      the Area of Interest, Shipper shall at its sole cost and expense construct
      a Flow Line from such Connectable Well to the Gathering System at a
      location to be determined by LMM to allow the connection to be made at a
      point with current or planned capacity sufficient for the expected
      production while attempting to minimize Shipper’s Flow Line length, but
      the timing of drilling such future Connectable Well will be within
      Shipper’s sole discretion.  Such Flow Lines shall be the
      property of the owner of the associated well, and the Flow Lines and
      related facilities shall be operated and maintained by that
      owner.  Subject to Shipper’s construction of a Flow Line, LMM
      shall connect the Connectable Wells to the Gathering System at the Receipt
      Point location agreed to by the parties. If LMM fails to connect such Flow
      Line to the Gathering System on the later of (i) the Day when the Flow
      Line is available, (ii) the Day the Flow Line is scheduled for connection
      as scheduled in the Drilling Plan for such Project as defined in
      Section 2.6 (or as otherwise reasonably scheduled by Shipper in
      consultation with LMM if not subject to a Drilling Plan), or (iii) the Day
      fracturing operations are scheduled to commence as scheduled in the
      Drilling Plan for such Project as defined in Section 2.6 (or as
      otherwise reasonably scheduled by Shipper in consultation with LMM if not
      subject to a Drilling Plan), then LMM shall waive the Gathering Fee for
      any Gas delivered to the Gathering System from such Flow Line *** Days for
      each Day that the connection is delayed; provided, however, that should
      such delay in connection last more than *** Days, then such Connectable
      Well and all remaining uncompleted wells in the Project will no longer be
      subject to this Agreement.  This Agreement shall be amended to
      include the Receipt Point at which the Gas associated with each such
      Connectable Well will be received by LMM, which amendment shall be
      effective the date the well is connected to the Gathering
      System.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      7

            


    


    
      	
               
      

            	
              (b)

            	
              Future Expansion Wells in Area
      of Interest.  If during the term of this Agreement
      Shipper owns any right, title or interest in Gas that is to be produced
      from any future well that is not a Connectable Well in the Area of
      Interest, (each an “Expansion Well”), then
      Shipper shall, at least ten (10) Business Days prior to drilling the well,
      give LMM written notice identifying the name of the well, the location of
      the well, and a reasonable estimate of the well’s first date of
      production.  Failure of Shipper’s Operator to so notify LMM
      shall not impair LMM’s rights under this Section 2.3(b). Such Expansion
      Well will be subject to the provisions of Section 2.6, below, provided
      that Shipper shall at its sole cost and expense construct the Flow Line up
      to a total of 2,500 linear feet from the wellhead.  If Shipper,
      by constructing its portion of the Flow Line is able to bring the Flow
      Line to within 1,000 feet of the Gathering System, LMM shall have the
      obligation, not the option, to connect the Flow Line to the Gathering
      System.

            


    

     

    
      	
               
      

            	
              2.4

            	
              LMM’s Option to Receive
      Shipper’s Subsequently Acquired Interest in Gas from Existing and Future
      Wells in the Area of Interest.  If after the Effective
      Date Shipper acquires any right, title or interest in Gas that is being
      produced, or is to be produced, from any existing or future well in the
      Area of Interest, Shipper shall give LMM written notice identifying:
      Shipper’s right, title or interest in such Gas (“Subsequently Acquired
      Gas”); the name of the well; the location of the well; the well’s
      historical production or estimated future production; whether the well
      will require connection to the Gathering System in order for LMM to
      receive the Subsequently Acquired Gas; and whether the Subsequently
      Acquired Gas was acquired by Shipper subject to previously existing
      dedication (and if so provide LMM a copy of the agreement identifying the
      person or entity to whom it is dedicated and the remaining primary term of
      such previously existing dedication).  Each Shipper covenants
      that it will not request or solicit any potential seller of any interest
      in Gas to create any dedication of the Gas prior to Shipper’s
      acquisition.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Existing
      Wells.  If the Subsequently Acquired Gas is to be
      produced from an existing well that is not subject to previously existing
      dedication, then Shipper shall give LMM such written notice at least ten
      (10) Business Days (a “Business Day” is any Day
      that is not a Saturday, Sunday, or federal holiday) prior to the
      Subsequently Acquired Gas being produced for Shipper’s
      account.  Failure of Shipper to so notify LMM shall not impair
      LMM’s option under this Section
2.4.

            


    

     

    
      	
               
      

            	
               (b)

            	
              Gas Not Subject to Previously
      Existing Dedication.  If the Subsequently Acquired Gas is
      not subject to previously existing dedication and is from a Connectable
      Well, such well shall be connected to the Gathering System consistent with
      the provisions of Section 2.3(a) above.   If the
      Subsequently Acquired Gas is not subject to previously existing dedication
      but is from an Expansion Well, then such Expansion Well will be subject to
      the provisions of Section 2.3(b),
above.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Gas Subject to Previously
      Existing Dedication.  If
      the Subsequently Acquired Gas is subject to a previously existing
      dedication to a Third Party Gathering System at the time Shipper acquires
      the Gas, Shipper shall give LMM an additional *** Days’ written notice
      preceding the expiration or termination of the primary term of the
      previously existing dedication. ***   Subsequently Acquired
      Gas as described in this paragraph 2.4(c) shall be connected to the
      Gathering System at LMM’s sole cost and expense (including, without
      limitation, the cost of any Flow Line), which cost and expense will not be
      subject to the provisions of Section 2.8,
below.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      8

            


    


    
      	
               
      

            	
              2.5

            	
              Acquisition
      of Target Business.

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      Shipper identifies a possible acquisition of interests in production or
      acreage that would fall within the Area of Interest, whether by acquiring
      assets or equity interests with respect thereto (a “Target Business”), and
      if the Gas from the interests in the Target Business is gathered by a
      Producer System (“Gathering Assets”) that
      will be acquired in connection with Shipper’s proposed acquisition of the
      Target Business (the “Proposed Acquisition”),
      Shipper shall give LMM written notice (the “Offer Notice”) of the
      Proposed Acquisition as soon as practicable, but in any event not less
      than *** Days prior to making any binding offer in respect of the Proposed
      Acquisition.  The Offer Notice shall identify (i) the Gathering
      Assets, (ii) the proposed seller of the Gathering Assets, (iii) the
      anticipated schedule to be followed in the Proposed Acquisition
      transaction, including, without limitation, the date on which Shipper
      intends to make its offer in respect of the Proposed Acquisition (as
      determined by Shipper, but in any event such anticipated offer date shall
      be no earlier than *** Days from the date of the Offer Notice) and (iv)
      any other information that may be necessary for the parties to evaluate
      whether to jointly pursue the Proposed Acquisition (for the avoidance of
      doubt, LMM shall have no right to pursue any Proposed Acquisition
      separately from Shipper absent the prior written consent of Shipper, which
      shall not be unreasonably withheld).  Not less than *** Days
      prior to the date identified by Shipper as the date Shipper will make its
      offer in respect of the Proposed Acquisition, LMM shall notify Shipper of
      whether it has elected to offer to participate in the Proposed Acquisition
      and the terms of LMM’s offer (including, without limitation, if there is
      no gathering fee and no allocation by seller upon which to determine a
      gathering fee for Gas Gathered on the Gathering Assets following the
      closing of the Proposed Acquisition, LMM’s proposed gathering fee for the
      time period following the closing of the Proposed Acquisition); failure by
      LMM to timely make an offer to participate shall be deemed to be an
      election by LMM not to participate in the Proposed
      Acquisition.  Shipper may either accept or reject LMM’s timely
      offer in its sole discretion.  If LMM elects not to participate,
      then LMM shall not have any rights in respect of the Proposed Acquisition
      or the Target Business.

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      the event the nature of the Proposed Acquisition requires that an offer be
      made by Shipper before the expiration of *** Days from the date of
      Shipper’s Offer Notice, Shipper shall include such statement in its Offer
      Notice, and Shipper and LMM shall attempt to negotiate a shorter time
      period by which LMM has to elect to participate in the Proposed
      Acquisition. If the parties cannot agree on a shorter time period, Shipper
      shall have the right to proceed with its offer, provided that if Shipper
      is successful in acquiring the Target Business, LMM and Shipper may,
      following Shipper’s closing on the Target business, continue to discuss
      under what terms LMM may be allowed to purchase the Producer System that
      is part of the Target Business.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Exception for Marcellus Shale
      Formation Gas.  Any Gas produced from the Marcellus Shale
      formation from wells spudded following Shipper’s acquisition of the Target
      Business and within the acreage acquired as part of the acquisition of the
      Target Business shall be subject to the dedication described in Section
      1.1 above.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Limitation on Operation of
      Gathering Assets by Shipper.  In the event that LMM does
      not participate with Shipper in a given Proposed Acquisition pursuant to
      this Section 2.5, Shipper may acquire, own and operate such Gathering
      Assets; provided, that Shipper (i) may utilize such Gathering Assets
      solely to gather Gas produced from wells on the acreage acquired by
      Shipper in the related Proposed Acquisition and may not transport any
      third-party volumes through such Gathering Assets except to the extent
      that such third-party Gas was being transported on the Gathering Assets
      prior Shipper’s acquisition of the Gathering Assets, and (ii) may not
      expand or improve the operating capacity of such Gathering Assets except
      to the extent necessary to Gather Shipper’s Gas from the acreage acquired
      as part of Shipper’s acquisition of the Target
  Business.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      9

            


    


    
      	
               
      

            	
              2.6

            	
              Gathering
      System Expansions.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Shippers
      shall provide to LMM at the start of each calendar quarter a plan
      forecasting drilling and development activity within the Area of Interest
      for the immediately ensuing *** Months (the “Scoping Plan”) and a
      plan forecasting drilling and development activity for the immediately
      ensuing *** Months (the “Drilling Plan”)
      (together the “Scoping Plan” and the “Drilling Plan” may be referred to as
      the “Plans”).  Each
      Drilling Plan shall include a description of each individual project
      (which may be limited to a single well, each a “Project”), which Project
      description shall at a minimum include***; and any other information
      reasonably requested by LMM.  Upon request, and provided such
      document is available, Shipper shall provide LMM with a copy of any of
      Shipper’s authority for expenditure documents relating to any well or
      Project.  The parties shall meet no less frequently than once a
      Month to review the Plans, discuss any changes to the Plans, and to
      discuss alternatives with regard to the possible expansion of LMM’s
      Gathering System.  Upon receipt of the Drilling Plan, LMM shall,
      within *** Days, provide Shippers for each Project described in the
      Drilling Plan, either a proposal (the “Expansion Proposal”)
      outlining the recommended facilities to be installed in order to Gather
      Shippers’ Gas from a Project (the “Expansion”) or, at LMM’s
      election, notice to Shipper that it has elected to not expand the
      Gathering System to connect a Project.  The Expansion Proposal
      for each Project with respect to which LMM has elected to build an
      Expansion will include (i) a detailed description of the facilities that
      will comprise the Expansion, including without limitation ***, (ii) all
      hydraulic modeling results and assumptions relating to the Expansion;
      (iii) ***; (iv) the estimated throughput capacity of the Expansion;
      (v)***, (vi) construction milestones including the date on which
      construction of the Expansion will commence, the date for completion of
      installation of all proposed compression and processing plants, if any, to
      be included in the Expansion, and the date on which the expanded Gathering
      System will be available to receive the Gas and (vii) any other
      information reasonably requested by
Shipper.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Upon
      receipt of each Expansion Proposal, Shippers shall have *** Days to
      either:

            


    

     

    
      	
               
      

            	
              (i)

            	
              accept
      the recommendations as presented in an Expansion Proposal, in which case
      LMM shall proceed with the development and construction of the Expansion
      as described in the Expansion Proposal, and Shippers shall be liable for
      the recovery of the costs to construct the facilities as set forth in
      Section 2.8, above; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              reject
      the recommendations as presented in an Expansion Proposal, and instead
      propose an alternative(s) to the recommendations as
      proposed.  If Shippers propose an alternative to the recommended
      facilities and construction plan, LMM shall have the option, within ***
      Business Days to either:

            


    

     

    
      	
               
      

            	
              (A)

            	
              elect
      to build the Expansion in accordance with Shipper’s proposed
      alternative;

            


    

     

    
      	
               
      

            	
              (B)

            	
              work
      with Shippers to revise the recommendation into a mutually agreeable
      alternative;

            


    

     

    
      	
               
      

            	
              (C)

            	
              reject
      the alternative and elect to construct LMM’s originally recommended
      facilities, provided that in this instance, LMM’s recovery pursuant to
      Section 2.8 shall be limited to the estimated cost of Shippers’
      alternative; or

            


    

     

    
      	
               
      

            	
              (D)

            	
              reject
      the proposed alternative without electing to construct either LMM’s or
      Shippers’ recommendations, and instead opt to enlist a neutral third party
      (Project Arbitrator) to determine which of the conflicting alternatives is
      based upon the most optimal system design that is specific to the Project
      for which the recommendations were proposed in terms of cost and scope of
      the Project, taking in to account the cost to Shipper to connect to the
      Legacy Gathering System, the Marcellus Gathering System, or a third party.
      The Project Arbitrator shall be chosen by agreement between LMM and
      Shippers and shall have relevant engineering and project development
      experience in the natural gas industry. Shippers and LMM will each pay
      one-half of the cost of the Project Arbitrator. Shipper and LMM shall each
      provide their proposed recommendations to the Project Arbitrator upon his
      or her retention and shall meet together with the Project Arbitrator at a
      time designated by such Project Arbitrator, which time shall be within ***
      Days of his or her retention (or such other time as LMM and Shipper may
      agree) to present their respective recommendations, and the Project
      Arbitrator shall have *** Days to choose one or the other of the
      recommendations.  The Project Arbitrator shall have no authority
      to revise either recommendation prior to selection, but must make his or
      her selection on the basis of the recommendations presented by LMM and
      Shippers.  If the Project Arbitrator chooses Shipper’s
      recommendation, then LMM shall construct the Expansion in accordance with
      the selected recommendation and the recovery of the costs of construction
      pursuant to Section 2.8 shall be limited to the estimated cost of
      Shipper’s recommendation as chosen by the Project Arbitrator, but if
      Shipper’s recommendation is based upon connecting to a third party, then
      LMM may nonetheless elect to construct LMM’s originally recommended
      Expansion, provided that in this instance, LMM’s recovery pursuant to
      Section 2.8 shall be limited to
***.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      10

            


    


    
      	
               
      

            	
              (c)

            	
              If
      LMM fails to construct the Expansion in accordance with the schedule
      described in the Expansion Proposal as such Expansion Proposal may be
      modified pursuant to Section 2.6(b), above, then after a well is
      ultimately connected, Shipper shall pay the Reduced Fee for a period that
      equals ***.  Notwithstanding the foregoing, if such well remains
      unconnected for *** Days beyond the scheduled completion date, then
      Shipper will have the option to either connect the well to the Gathering
      System at its own cost and expense and pay the Reduced Fee thereafter or
      such gas shall be released from dedication
  hereunder.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      the constructed Expansion materially fails to perform in accordance with
      the Expansion Proposal, as the Expansion Proposal may be modified pursuant
      to Section 2.6(b), above, but excluding failures by LMM to maintain the
      Gathering System pressures as set forth in the Expansion Proposal, as such
      Expansion Proposal may be modified pursuant to Section 2.6(b), for which
      Shipper would be covered under Section 1.4, then Shipper shall pay the
      Reduced Fee during any period of such nonperformance and thereafter return
      to the Gathering Fee set forth in Exhibit “E”.  Notwithstanding
      the foregoing, if such expansion continues to materially fail to perform
      for *** Days in the aggregate in any *** Day period, then Shipper will
      have the option to either (i) continue to cause Gas to be Gathered through
      the nonperforming expansion into the Gathering System at the Reduced Fee
      during the time of nonperformance, (ii) construct at its own cost and
      expense a separate connection to the Gathering System to Gather the Gas
      that the nonperformance of the expansion stranded from the Gathering
      System, and pay the Reduced Fee with respect to such Gas, or (iii) remove
      such Gas from the dedication.

            


    

     

    
      	
               
      

            	
              2.7

            	
              Connections where LMM Elects to
      Not Connect well in Drilling Plan.  If LMM does not
      exercise its option to connect an Expansion Well (including where such
      Expansion Well is not part of a Project), then LMM will be deemed to have
      elected not to connect such Expansion Well or Project to the Gathering
      System.  If LMM elects not to connect an Expansion Well or
      Project to the Gathering System, then Shipper may, in Shipper’s sole
      discretion, connect such Expansion Well or Project, at its sole cost and
      expense, to:  (i) the Gathering System, subject to the terms and
      conditions of this Section 2.7; or (ii) to a third party, provided
      that any such Expansion Well or Project connected to a third party will no
      longer be subject to this Agreement. For the avoidance of doubt, if LMM
      does not exercise its option to connect an Expansion Well that is part of
      a Project, then the foregoing remedy described in Section 2.7 (i) and (ii)
      shall apply to that well and to all remaining uncompleted wells in the
      Project.  If Shipper elects to connect such Expansion Well or
      Project to the Gathering System, then, when Shipper has developed a
      reasonable estimate for the connection of such Expansion Well or Project
      (“Shipper’s
      Estimate”), Shipper shall provide the Shipper’s Estimate to LMM,
      and LMM shall have *** Days to elect to connect such Expansion Well or
      Project, as the case may be, on the basis of Shipper’s
      Estimate.  If LMM again chooses to not make the connection after
      review of Shipper’s Estimate, and if Shipper elects to proceed to connect
      such Expansion Well or Project to the Gathering System, Shipper shall pay
      to LMM only the Reduced Fee as set forth in Exhibit “E” for all volumes
      from such Expansion Well or Project which are received into the Gathering
      System through the Shipper-constructed connection.  Shipper
      shall retain title to all Flow Lines or other lines and equipment
      installed by Shipper in order to connect such Expansion Well or Project in
      accordance with this Section 2.7.  In the event there is any
      increase in the drilling activity within *** years of Shipper connecting
      to the Gathering System which results in a greater number of wells within
      the area of connection constructed by Shipper hereunder, or if the ratio
      of the wells’ formations or depth objectives (e.g., Devonian or Marcellus)
      varies from that shown in the Drilling Plan, then LMM shall have option to
      purchase such gathering assets for ***. Should LMM purchase such gathering
      assets, Shipper shall pay the Gathering Fee set forth in Exhibit
      “E”.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      11

            


    


    
      	
               
      

            	
              2.8

            	
              Recovery
      of Costs.

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      LMM connects an Expansion Well to the Gathering System in accordance with
      Section 2.6, and after the *** Months following the connection (“Recovery Period”), to
      the extent LMM’s Actual Cost exceeds the Recovered Cost (as defined
      below), LMM shall be entitled to recover its Actual Cost from
      Shipper.  LMM’s “Recovered Cost” shall be
      determined by multiplying the allocated volumes of Gas from Shippers and
      third parties, in Dth, Gathered by LMM during the Recovery Period by the
      Gathering Fee and multiply that product by ***.  If at the end
      of the Recovery Period the Recovered Cost is less than the Actual Cost,
      Shipper shall, within *** Days of the receipt of a statement from LMM
      detailing LMM’s Actual Cost, pay LMM an amount equal to the difference
      between the Actual Cost and the Recovered Cost, with such difference being
      divided by ***, to the extent that Shipper does not dispute LMM’s
      calculation of its Actual Cost.  If this Agreement should
      terminate or expire prior to the end of the Recovery Period for the well
      and the Recovered Cost through such termination or expiration is less than
      the Actual Cost, Shipper shall, within *** Days of the receipt of a
      statement from LMM, pay LMM an amount equal to the difference between the
      Actual Cost and the Recovered Cost, to the extent that Shipper does not
      dispute LMM’s calculation of its Actual Cost.  For purposes of
      this Section 2.8, “Actual
      Cost” shall be defined as the actual third-party costs incurred by
      LMM to connect the Expansion Well, but shall be limited to the facilities
      on and installation of pipeline *** inches (***”) in diameter or less
      upstream of any compression facilities on the Gathering
      System.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Shipper
      shall make a good faith effort to timely complete each Project. In the
      event LMM has incurred costs building an Expansion to connect a Project,
      which costs are not otherwise subject to Section 2.8(a), and if Shipper
      fails to complete such Project in good faith, then LMM shall have the
      right to recover its direct costs allocated to Shipper in accordance with
      Section 2.6(a) incurred in connection with building the Expansion for the
      Project, as described in Section 2.8(a), subject to LMM’s obligation to
      mitigate such costs. Notwithstanding the foregoing, LMM shall have the
      right to recover its costs as described in this Section 2.8(b) in the
      event Shipper does not complete a Project due to any reason other than (i)
      an adverse change in the economics of the Project, (ii) an event of Force
      Majeure, including without limitation and in addition to any other
      definition of Force Majeure herein, regulatory limitations, deficiencies
      in title or other impediments to access, inability to market gas (provided
      such inability is outside the reasonable control of Shipper and can be
      cured at reasonable cost to Shipper), gas quality, or unexpected
      geological conditions, or (iii) any act of or failure to act by
      LMM.  For purposes of this Agreement, the phrase “an adverse
      change in the economics of the Project” shall mean that the Project, as
      set forth in the relevant Drilling Plan and modified as required by
      then-current assumptions relating to operating parameters, Gas pricing and
      other considerations adversely affecting the Project, does not have a
      positive after-tax net present value (i) when the analysis is
      performed using the criteria outlined in Exhibit “H”, (ii)  using a
      *** percent (***%) discount rate and (iii) using a per annum Gas price
      assumption equal to the average *** price adjusted for any basis
      differential then in effect at the time of determination fixed for the
      useful life of each well in the
Project.

            


    

     

    
      	
               
      

            	
              2.9

            	
              Standard of Construction and
      Operation.  All Flow Lines and well connections performed
      by Shipper to Shipper wells and to the Gathering System shall be in
      accordance with industry standards and consistent with the methods and
      standards employed with respect to other wells connected to the Gathering
      System. Any such well shall be required to adhere to all of the operating,
      safety, pressure, and measurement provisions contained in this Agreement
      or otherwise reasonably required by LMM from time to time in the ordinary
      course of LMM’s gathering
business.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      12

            


    


    
      	
               
      

            	
              2.10

            	
              Shipper’s Liability for Failure
      to Abide by Dedication.  Unless LMM ultimately declines
      to exercise any option to connect any well under this Article 2, or such
      wells have been released from dedication pursuant to this Agreement,
      Shipper shall be liable to LMM for any and all damages resulting from
      Shipper’s connection of wells to any gathering system other than the
      Gathering System.

            


    

     

    
      	
               
      

            	
              2.11

            	
              Initial Drilling Plan and
      Initial Connection Plan.  The parties agree that the
      initial Drilling Plan attached hereto as Exhibit “I-1” and the
      initial connection plan attached hereto as Exhibit “I-2” (the “Initial Connection
      Plan”) establish the preliminary, to-be-agreed upon activities and
      schedule for the period described therein (for the avoidance of doubt, and
      not withstanding anything else in this Agreement to the contrary,
      Exhibits “I-1” and “I-2” need not necessarily cover a twelve (12)
      Month period).  Those portions of the Initial Connection Plan
      addressing Expansion Wells (if any), shall be deemed to be a timely given
      and fully accepted Expansion Proposal for the period described in
      Exhibit “I-2” once such Initial Connection Plan is mutually agreed
      upon by the parties.

            


    

     

    
      	
              3.

            	
              CONDITIONING
      OF GAS

            


    

     

    
      	
               
      

            	
              3.1

            	
              Gas Failing to Meet Certain
      Specifications.  In the event that Shipper’s Gas does not
      meet the quality specifications set forth in Exhibit “A”, part C of this
      Agreement, LMM shall, without cost to Shipper or LMM, blend such Gas with
      existing production so that the Gas meets the applicable specifications
      or, in the event blending does not resolve the issue, LMM may shut in the
      well or wells from which the off-specification Gas is produced and provide
      Shipper with a temporary release from dedication under this Agreement with
      respect to such wells.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Installation of Conditioning
      Facilities by LMM.  LMM shall provide written notice to
      Shipper within *** Days following the receipt of all information that LMM
      has reasonably requested that Shipper provide (which request shall be made
      within *** Business Days of the Day on which the well or wells were
      shut-in pursuant to Section 3.1 above) to evaluate whether the
      construction of facilities or the utilization of existing available
      facilities (either owned  by LMM or by any third party) is
      necessary to bring Gas back into the required specifications. If LMM fails
      to timely provide notice to Shipper as set forth above, Shipper’s Gas
      which has been shut in shall be released from dedication
      hereunder.  In the event LMM elects to construct and operate
      conditioning facilities to handle the off-specification Gas, or otherwise
      utilizes existing available facilities, LMM may choose on a well-by-well
      basis to condition the Gas either (a) on a Dth/keep whole basis, in which
      case LMM shall retain the natural gas liquids processed from Shipper’s Gas
      and will make available for Shipper’s account one hundred percent (100%)
      of Shipper’s allocated plant inlet Dth at the Delivery Point(s) (in which
      case, LMM shall install sampling mechanisms at each plant inlet and draw
      samples from the Gas at each plant inlet at least semi-annually, and
      Shipper shall also have access to such sampling mechanisms to draw samples
      in its discretion) or (b) for a fee, which conditioning fee shall be
      sixteen percent (16%) of the sale of the processed natural gas
      liquids.  If LMM elects to condition Shipper’s Gas on a keep
      whole basis, as described above, and if gas is unavailable for LMM to
      deliver to Shipper’s account in order to keep Shipper whole, then LMM may
      make payment to Shipper to account for the dekatherms of Shipper’s Gas
      that were shrunk out of the processing of Shipper’s Gas with reference to
      pricing and volumes at the relevant Delivery Point; provided, however,
      that in no event shall LMM remove natural gas liquids to the extent that
      Shippers’ Gas delivered at any Delivery Point is below the minimum heating
      value specification, if any, required by the Interconnecting Pipeline at
      such Delivery Point. Regardless of the conditioning option chosen by or
      for LMM, Shipper shall continue to pay the Gathering Fee on the Gas
      conditioned.

            


    

     

    
      	
               
      

            	
              3.3

            	
              Failure by LMM to
      Condition.  LMM shall use commercially reasonable efforts
      to diligently pursue installation of conditioning facilities or the use of
      existing facilities (including third party facilities) where such
      installation or utilization has been determined to be
      necessary.  If, after the later of (a) *** Months of the
      wells first being subject to temporary release, or (b) *** Months after
      receiving the required permits for the installation of conditioning
      facilities, the wells are still subject to temporary release as set forth
      in Section 3.1, above, and LMM is not conditioning all of the
      off-specification Gas in order to bring the Gas in compliance with the
      applicable specifications set forth in Exhibit “A”, part C, the wells
      which are producing the off-specification Gas shall be permanently
      released from dedication hereunder upon written notice from
      Shipper.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      13

            


    


    
      	
               
      

            	
              3.4

            	
              Processing
      Facilities.  When it appears that certain wells or
      Projects will likely require processing of the Gas for removal of
      commercially viable volumes of natural gas liquids, Shipper will include
      such anticipated processing requirements in the Plans and the Project
      descriptions as provided in Section 2.6.  LMM shall have the
      exclusive option to provide processing services to Shippers for the
      proposed Projects as follows.  If LMM elects to install
      Processing Facilities under a Project described pursuant to Section 2.6 to
      provide processing services, or to provide processing services through
      utilization of existing facilities (including third party facilities), it
      shall so notify Shippers in its Expansion Proposal (provided that Shipper
      has given LMM all information reasonably requested by LMM to make an
      informed decision).  Prior to the commercial operation of the
      processing facilities, LMM shall designate, in its sole discretion,
      whether the processing services shall be provided pursuant to a Dth/keep
      whole structure or a percent of liquids structure, at LMM’s sole
      option.

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      LMM elects to process Shipper’s Gas pursuant to the Dth/keep whole
      structure, LMM will retain one hundred percent (100%) of the natural gas
      liquids Processed from Shippers’ Gas and LMM will either (i) deliver
      one hundred percent (100%) of Shippers’ allocated plant inlet Dth to the
      Delivery Points(s) or (ii) make a cash payment to Shippers equal to the
      wholesale market price for natural gas at the time and the location,
      multiplied by the Dths of Shippers’ Gas that were consumed as Shrink in
      the processing of Shippers’ Gas during the prior Month.  Such
      processing will be performed under a separate agreement mutually
      acceptable to Shipper and LMM.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      LMM elects to process Shipper’s Gas under a percent of liquids structure,
      Shippers shall receive *** percent (***%) of the gross plant products
      processed from Shippers’ Gas and Shippers shall provide *** percent (***%)
      of the shrink attributable to the gross plant products processed from
      Shippers’ Gas.  Such processing will be performed under a
      separate agreement mutually acceptable to Shipper and
  LMM.

            


    

     

    Regardless
of the processing option chosen by LMM, Shipper shall continue to pay the
Gathering Fee on the Gas processed.

     

    If LMM
elects to not process Shippers’ Gas for wells associated with the proposed
Project, then Shippers may seek processing services from a third party provider,
and the Gas associated with that Project shall be released from dedication
hereunder.

     

    
      	
              4.

            	
              ELECTRONIC
      FLOW MEASUREMENT

            


    

     

    
      	
               
      

            	
              4.1

            	
              EFM Service
      Commitment.  At Shippers’ expense,
      Shippers  shall install, maintain, calibrate, own and operate
      electronic flow measurement (“EFM”) on all new well
      connects.  LMM shall have the right to specify the type of EFM
      installed provided that the EFM specified is in general use in the
      industry.

            


    

     

    
      	
               
      

            	
              4.2

            	
              EFM Equipment and Installation
      Specifications.  All EFM installed by Shippers shall
      remain the property of Shippers.  The EFM so installed shall
      comply with the specifications set forth in API MPMS Chapter 21.1, all
      applicable API codes and regulations and all applicable regulatory
      requirements.

            


    

     

    
      	
               
      

            	
              4.3

            	
              Operational Data
      Access.  Shipper shall have access to operational EFM
      data from EFM sites via LMM’s AMIGO data interface system or file
      transfer.  LMM shall update the operational EFM data
      approximately hourly.  Such operational data shall include meter
      identification, date, time, gas temperature, static pressure, differential
      pressure, total Mcf for the current Month, average Mcf per Day for the
      current Month, instantaneous Mcf per Day and cumulative flows for the
      previous twenty-four (24) hour period.  The parties hereto
      recognize and accept that such operational EFM data may differ from the
      actual data used for custody transfer
purposes.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      14

            


    


    
      	
               
      

            	
              4.4

            	
              Maintenance of EFM
      Equipment.  Shippers shall be responsible for the
      maintenance and operation of the EFM equipment at each EFM
      Site.  Shippers’ maintenance and operations shall conform to the
      specifications set forth in API MPMS Chapter 21.1 and all applicable
      regulatory requirements.

            


    

     

    
      	
               
      

            	
              4.5

            	
              [Intentionally
      Deleted]

            


    

     

    
      	
               
      

            	
              4.6

            	
              [Intentionally
      Deleted]

            


    

     

    
      	
               
      

            	
              4.7

            	
              LMM’s Use of Shipper’s Radio
      Facilities.  LMM and Shipper recognize that certain radio
      transmission limitations may exist in the area where many EFM Sites are
      located and that LMM’s use of existing LMM radio towers may not access all
      of Shippers’ EFM Sites.  To provide the EFM service contemplated
      herein, Shipper will allow LMM to utilize Shipper’s radio facilities,
      excluding the use of the actual radio frequencies, for the sole purpose of
      receiving and/or transmitting EFM data; provided, however, that such use
      does not cause interference in Shipper’s radio reception or
      transmission.  LMM shall provide its own electrical power source
      if Shipper’s radio facilities are not served by a commercial power
      utility.  LMM shall secure all local, state and federal permits
      required for the operation of such radio
  systems.

            


    

     

    
      	
               
      

            	
              4.8

            	
              Exclusion of Certain Damages
      Related to EFM.  Neither party shall be liable to the
      other party for any special, incidental, exemplary or consequential
      damages arising from, or as a result of, any delay, omission or error in
      the transmission or receipt of any information pursuant to this Section
      4.8 even if either party has been advised of the possibility of such
      damages, and regardless of fault.

            


    

     

    
      	
              5.

            	
              STATEMENTS
      AND PAYMENT

            


    

     

    
      	
               
      

            	
              5.1

            	
              Report and Statement by
      Shipper.  Where CTM is not being performed by LMM,
      Shipper shall report to LMM (a) the Day(s) of production, the Month and
      year in which such production is to be recognized, Mcf pressure base, Btu
      pressure base, Daily Mcf, Daily Btu, Daily Dth and quality of Shipper’s
      Gas and (b) the Gross Sales Price (as defined in Exhibit “E”) and the
      amount and calculation of any Gathering Fee determined using the Gross
      Sales Price, together with reasonable and appropriate supporting
      documentation.  Such report shall be transmitted to LMM
      electronically or via facsimile on or before the *** Business Day of each
      Month for Shipper’s Gas delivered to LMM during the preceding
      Month.  Shipper shall also send to LMM via mail on or before the
      *** Business Day of each Month a written statement confirming such
      report.  Any adjustments to such report shall be sent as a net
      adjustment identified by the Day of production.  LMM may request
      an additional Monthly electronic audit file with all of the hourly, daily,
      configuration and event/alarm data.

            


    

     

    
      	
               
      

            	
              5.2

            	
              Statement by
      LMM.  On or before the *** Day of each Month, LMM shall
      send Shipper electronically and/or via mail a statement setting forth the
      following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      number of Dth of Shipper’s Gas received by LMM at the Receipt Point(s)
      during the preceding Month;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      number of Dth delivered by LMM for Shipper’s account to the Delivery
      Point(s) during the preceding
Month;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      number of Dth of Shipper’s Gas retained by LMM as Gathering Fuel during
      the preceding Month;

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Imbalance for the preceding Month and cumulative Imbalance for all
      preceding Months;

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      fees and any other amounts due and payable by Shipper for services
      rendered during the preceding Month(s);
and

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      15

            


    


    
      	
               
      

            	
              (f)

            	
              Any
      interest due and payable.

            


    

     

    
      	
               
      

            	
              5.3

            	
              Payment by
      Shipper.  LMM shall provide Shipper with the necessary
      information and authorization to allow electronic payment to LMM’s
      designated account.  On or before the ***, Shipper shall remit
      payment electronically for all amounts due LMM as set forth on the
      statement described in Section 5.2.  If the *** is a Saturday,
      Sunday or legal holiday, then payment shall be *** Day of the Month on a
      Day which is not a Saturday, Sunday or legal
  holiday.

            


    

     

    
      	
               
      

            	
              5.4

            	
              Notice.  Any
      notice called for in the Agreement shall be in writing and shall be
      considered as having been given if delivered personally, by mail, by fax,
      or by express courier, postage prepaid, by either party to the other at
      the addresses given below or by electronic means.  Routine
      communications, including Monthly statements, shall be considered as duly
      delivered when mailed by ordinary mail.  Unless changed upon
      written notice by either party, the addresses are as
    follows:

            


    

     

    LAUREL
MOUNTAIN MIDSTREAM, LLC

    


    ***

    


    Notices and Statements to
Shipper:

     

    ***

     

    With a copy
to:

     

    ***

     

    
      	
              6.

            	
              TERM

            


    

     

    This
Agreement shall become effective June 1, 2009 (“Effective Date”) and continue
through the later of (a) for so long as Gas is produced or able to be
produced from any well on Shipper’s Existing Well Interests, Future Well
Interests, Existing Third Party Well Interests, or Investment Program Well
Interests in economic quantities without a lapse of more than *** Days; (b) as
long as Gas which is Subsequently Acquired Gas is produced or able to be
produced from wells within the Area of Interest subject to this Agreement in
economic quantities without a lapse of more than *** Days; or (c) so long as any
Shipper has any interest in or controls reserves within the Area of
Interest.

     

    
      	
              7.

            	
              ASSIGNMENT
      OF RIGHTS

            


    

     

    
      	
               
      

            	
              7.1

            	
              Successors and
      Assigns.  This Agreement shall be binding upon and,
      subject to the limitations on transfer hereafter provided, inure to the
      benefit of the respective, successors and assigns of the parties, and this
      Agreement and the terms and provisions hereof shall constitute covenants
      running with the land.

            


    

     

    
      	
               
      

            	
              7.2

            	
              Restrictions on
      Assignment.  Except as expressly provided in this Article
      and in Section 1.1 above, no Party may transfer this Agreement or any of
      its rights hereunder or interest(s) in the leases dedicated
      hereunder.  Any transfer or attempted transfer not in accordance
      with this Agreement shall be wholly void and shall not be recognized for
      any purpose, and the party attempting the transfer shall remain liable and
      a party hereto just as if no attempted transfer had been made, and all of
      the parties shall continue to deal with the party purporting to transfer
      to the exclusion of the purported
transferee.

            


    

     

    
      	
               
      

            	
              7.3

            	
              Permitted Transfers by
      LMM.  Subject to compliance with Section 6.5 herein, (i)
      LMM may transfer all, but not less than all, of its rights, titles and
      interests under this Agreement to an Affiliate without the approval of the
      other parties, (ii) ***; and (iii) LMM may transfer all, but not less than
      all, of its rights, titles and interests under this Agreement to any other
      person that is not an Affiliate upon the prior written consent of the
      other parties hereto, which consent shall not be unreasonably withheld,
      conditioned nor delayed.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      16

            


    


    
      	
               
      

            	
              7.4

            	
              Permitted Transfers by
      Shippers.  Except for acreage swaps described in Section
      1.1(d) above, and subject to compliance with Section 7.5 herein, (i) a
      Shipper may transfer any of its rights, titles and interests under this
      Agreement and in the Gas subject to dedication hereunder to an Affiliate
      without the prior approval of LMM, and (ii) a Shipper may transfer all,
      but not less than all, of its rights, titles and interests under this
      Agreement and in the leases subject to dedication hereunder to a person
      that is not an Affiliate upon the prior written consent of LMM, which
      consent shall not be unreasonably withheld, conditioned nor delayed;
      provided, in no event may a Shipper make any transfer of this Agreement or
      its interest in the Gas subject to dedication hereunder which would have
      the effect of separating the rights and obligations of such Shipper
      hereunder from such Shipper’s ownership of its interest in the Gas
      dedicated hereunder.

            


    

     

    
      	
               
      

            	
              7.5

            	
              Other Conditions for
      Transfer.  Except for acreage swaps described in Section
      1.1(d) above, and notwithstanding the provisions of Section 7.3 and 7.4,
      no transfer of any interest hereunder shall be effective or recognized
      unless the transferee expressly assumes and agrees to discharge all of the
      obligations of the transferor under this Agreement applicable to the party
      whose interest is transferred.  Any such assumption and
      agreement to discharge shall be by appropriate written instrument for the
      express benefit of, and enforceable by, LMM (in the case of a transfer by
      a Shipper) or by the Shippers (in the case of a transfer by LMM), as may
      be applicable.  If a transfer fully complies with all of the
      requirements of this Section, the transferor party shall be relieved of
      all obligations and liabilities under this Agreement pertaining to the
      period after the effective date of such transfer, but in no event shall
      the transferor party be relieved of any obligations under this Agreement
      pertaining to the period prior to the effective date of such
      transfer.  No transfer by a party shall be binding or effective
      upon the other parties until the first Day of the Month next following
      receipt of written notice of such transfer by all other parties, together
      with transferor’s and transferee’s compliance with all other terms and
      provisions of this Section 7.5.

            


    

     

    
      	
               
      

            	
              7.6

            	
              Definition and Other
      Provisions.  For the purposes of this Section 7, “transfer” shall include
      any sale, assignment or other transfer, whether voluntary or involuntary,
      by operation of law or otherwise, provided it shall not include the grant
      of a lien or security interest on a Shipper’s interest hereunder so long
      as the same shall remain inferior to the rights of LMM, but it shall
      include any transfer by reason of foreclosure or other realization upon
      such lien and security interest.

            


    

     

    
      	
              8.

            	
              EXHIBITS
      AND SCHEDULES

            


    

     

    This
Agreement incorporates and is subject to the following Exhibits:

     

    
      
        
          
            
              
                	
                        Exhibit

                      	 	
                        First Reference

                      	 	
                        Content

                      
	
                        Exhibit “A”

                      	 	
                        Recital D

                      	 	
                        Standard
      Terms and Conditions

                      
	
                        Exhibit “B”

                      	 	
                        Section 1.1(a)

                      	 	
                        Area
      of Interest

                      
	
                        Exhibit “C”

                      	 	
                        Section A.28

                      	 	
                        Shipper’s
      Existing Well Interests

                      
	
                        Exhibit “D”

                      	 	
                        Section A.9.A

                      	 	
                        Delivery
      Points

                      
	
                        Exhibit “E”

                      	 	
                        Section 1.2

                      	 	
                        I.  MDQ

                      
	 
      	 	 
      	 	
                        II.  Gathering
      Fee for Shippers’ Gas

                      
	
                        Exhibit “F”

                      	 	
                        Section 1.1(a)(iv)

                      	 	
                        Excluded
      Interests

                      
	
                        Exhibit “G”

                      	 	
                        Section 1.1(b)

                      	 	
                        Memorandum
      of Contract Form

                      
	
                        Exhibit “H”

                      	 	
                        Section 2.8(b)

                      	 	
                        Criteria
      for Determining “A Change in the Economics of the
  Project”

                      
	
                        Exhibit “I-1”

                      	 	
                        Section 2.11

                      	 	
                        initial
      Drilling Plan

                      
	
                        Exhibit “I-2”

                      	 	
                        Section 2.11

                      	 	
                        Initial
      Connection
Plan

                      


              

            

          

        

      

    

    


    
      	
              9.

            	
              SUPERSEDED
      AGREEMENT

            


    

     

    As of the
Effective Date, each of the Shippers, APL and APL Operating (collectively the
“Terminating Parties”)
agree that the following agreement shall be terminated and of no further force
or effect as to any Person:

     

    Omnibus
Agreement dated February 2, 2000, as amended


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

               

            	
              PAGE 
      17

            


    


    Master
Gathering Agreement dated February 2, 2000, as amended

     

    Natural
Gas Gathering Agreement dated January 1, 2002, as amended

     

    Each of
the Terminating Parties shall indemnify LMM from and against any claim arising
from or related to the foregoing terminations, including without limitation any
claim that such terminations are in breach of any other agreement or ineffective
as to any person or provision of the terminated agreements.

     

    
      	
              10.

            	
              JOINT
      AND SEVERAL OBLIGATIONS

            


    

     

    
      	
               
      

            	
              10.1

            	
              Joint and Several Liability and
      Indemnity.  Each Shipper acknowledges and agrees that it
      shall be jointly and severally responsible for the payment, performance,
      and discharge of the obligations of all Shippers under this
      Agreement. If any Shipper chooses to contest the joint and several
      nature of the obligations of the Shippers hereunder, each other Shipper
      agrees to indemnify and hold LMM harmless from and against all reasonable
      costs and expense, including reasonable attorneys’ fees, expended or
      incurred by LMM in connection therewith, including without limitation, any
      litigation with respect thereto.

            


    

     

    
      	
               
      

            	
              10.2

            	
              Change of Control
      Exception.  Notwithstanding any other provision of this
      Agreement, including the foregoing, if there is a change of control of any
      Shipper, then, all liabilities hereunder shall be several, and not joint
      as between any such Shipper and any other Shipper for which there is a
      change of control, and as between any such Shipper and any Shipper not
      subject to a change in control if such liability arises after the change
      of control.

            


    

     

    
      	
               
      

            	
              10.3

            	
              Definition of Change of
      Control.  For purposes of this Agreement, the term “change of control” means
      the occurrence of any of the following:   (i) the
      acquisition of ownership, directly or indirectly, beneficially or of
      record, by any “person” (as that term is
      used in Section 13(d)(3) of the Securities Exchange Act of 1934) of equity
      interests representing more than fifty percent (50%) of the aggregate
      ordinary voting power represented by the issued and outstanding equity
      interests of a Shipper; (ii) the adoption of a plan relating to the
      liquidation or dissolution of a Shipper; (iii) Atlas America, Inc., a
      Delaware corporation, and/or one or more of its directly or indirectly
      wholly-owned subsidiaries ceases to own more than fifty percent (50%) of
      the issued and outstanding voting equity interests of Atlas Energy
      Management, Inc., a Delaware corporation; or (iv) within a period of
      twelve (12) consecutive calendar Months, individuals who were board
      members of a Shipper on the first Day of such period or persons who were
      appointed or nominated by such persons shall cease to constitute a
      majority of the board members of that
Shipper.

            


    

     

    
      	
               
      

            	
              10.4

            	
              Exception for Sale of Shipper
      Interests Subject to Dedication.  If a Shipper assigns to
      a non-Affiliate third party interests that are subject to the dedication
      described in Section 1.1 of this Agreement, then all liabilities hereunder
      shall be several and not joint as between Shippers and any such third
      party shall be several and not joint if such liability arises after such
      assignment.

            


    

     

    
      	
              11.

            	
              ENTIRE
      AGREEMENT

            


    

     

    This
Agreement, together with the Expansion Gathering Agreement constitutes the
entire agreement of LMM and the Shippers regarding gathering services in the
Area of Interest.  This Agreement, together with its Exhibits,
contains the entire agreement of the parties with respect to the matters
addressed herein and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties with respect to such
matters.  The parties represent and acknowledge that in executing this
Agreement they do not rely on and have not relied on any representation or
statement, oral or written, which is not set forth in this
Agreement.  The foregoing is not intended to affect the validity of
the Legacy Appalachian Gathering Agreement, referenced above in recital
C.

     

    [Remainder
Of Page Intentionally Left Blank; Signatures Follow On Next
Page]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    
 

    IN
WITNESS WHEREOF, and intending to be legally bound, the parties hereto have
executed two duplicate original copies of this Agreement.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  LMM:

                                	 
      	
                                  SHIPPERS:

                                
	 
      	 
      	 
      
	
                                  LAUREL MOUNTAIN MIDSTREAM, LLC,

                                	 
      	
                                  ATLAS ENERGY RESOURCES, LLC, a

                                
	
                                  a Delaware limited liability company

                                	 
      	
                                  Delaware limited liability company

                                
	 
      	 
      	 
      
	
                                  By:

                                	
                                  Williams Laurel Mountain, LLC, its

                                	 
      	 
      
	 
      	
                                  operating member

                                	 
      	 
      
	 
      	 
      	 
      	
                                  By:

                                	 
      
	 
      	
                                  By:

                                	 
      	 
      	
                                  Name:

                                	
                                  Richard D. Weber

                                
	 
      	
                                  Name:  Alan S. Armstrong

                                	 
      	
                                  Title:

                                	
                                  President and COO

                                
	 
      	
                                  Title:  Senior Vice President

                                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                  ATLAS ENERGY OPERATING COMPANY,

                                  LLC, a Delaware limited liability company

                                
	 
      	 
      	 
      
	 
      	 
      	
                                  By:

                                	 
      
	 
      	 
      	
                                  Name:

                                	
                                  Richard D. Weber

                                
	 
      	 
      	
                                  Title:

                                	
                                  President and COO

                                
	 
      	 
      	 
      
	 
      	 
      	
                                  ATLAS AMERICA, LLC, a Pennsylvania

                                  limited liability company

                                
	 
      	 
      	 
      
	 
      	 
      	
                                  By:

                                	 
      
	 
      	 
      	
                                  Name:

                                	
                                  Richard D. Weber

                                
	 
      	 
      	
                                  Title:

                                	
                                  President

                                
	 
      	 
      	 
      
	 
      	 
      	
                                  ATLAS NOBLE LLC, a Delaware limited

                                  liability company

                                
	 
      	 
      	 
      
	 
      	 
      	
                                  By:

                                	 
      
	 
      	 
      	
                                  Name:

                                	
                                  Michael L. Staines

                                
	 
      	 
      	
                                  Title:

                                	
                                  President

                                
	 
      	 
      	 
      
	 
      	 
      	
                                  RESOURCE ENERGY LLC, a Delaware

                                  limited liability company

                                
	 
      	 
      	 
      
	 
      	 
      	
                                  By:

                                	 
      
	 
      	 
      	
                                  Name:

                                	
                                  Michael L. Staines

                                
	 
      	 
      	
                                  Title:

                                	
                                  President

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Signature
Page to Expansion Gathering Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	 
      	 
      	
                            VIKING RESOURCES, LLC, a Pennsylvania

                            limited liability company

                          
	 
      	 
      	 
      
	 
      	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          	
                            Michael L. Staines

                          
	 
      	 
      	
                            Title:

                          	
                            President

                          
	 
      	 
      	 
      
	 
      	 
      	
                            APL: (solely for the purpose of Section 7)

                          
	 
      	 
      	 
      
	 
      	 
      	
                            Atlas Pipeline Partners, L.P., a Delaware

                          
	 
      	 
      	
                            limited partnership

                          
	 
      	 
      	 
      
	 
      	 
      	 
      	
                            By:  Atlas Pipeline Partners GP, LLC, its

                            general partner

                          
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                            By:

                          	 
      
	 
      	 
      	 
      	 
      	
                            Name:

                          	
                            Jeffrey C. Simmons

                          
	 
      	 
      	 
      	 
      	
                            Title:

                          	
                            Vice President

                          
	 
      	 
      	 
      
	 
      	 
      	
                            APL Operating: (solely for the purpose of

                            Section 7)

                          
	 
      	 
      	 
      
	 
      	 
      	
                            Atlas Pipeline Operating Partnership, LP, a

                            Delaware limited partnership

                          
	 
      	 
      	 
      
	 
      	 
      	 
      	
                            By:  Atlas Pipeline Partners GP, LLC, its

                            general partner

                          
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                            By:

                          	 
      
	 
      	 
      	 
      	 
      	
                            Name:

                          	
                            Jeffrey C. Simmons

                          
	 
      	 
      	 
      	 
      	
                            Title:

                          	
                            Vice President

                          


                  

                

              

            

          

        

      

    

     

    Signature
Page to Expansion Gathering Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        	
                GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                 

              	
                PAGE 
      1

              


      

    

    
      

        EXHIBIT
“A”

        to
the

        GAS
GATHERING AGREEMENT

        For
Natural Gas on the

        Expansion
Gathering System

        DATED
AS OF JUNE 1, 2009

        between

        LAUREL
MOUNTAIN MIDSTREAM, LLC

        and

        ATLAS
AMERICA, LLC

        ATLAS
ENERGY RESOURCES, LLC

        ATLAS
ENERGY OPERATING COMPANY, LLC

        ATLAS
NOBLE LLC

        RESOURCE
ENERGY LLC

        VIKING
RESOURCES, LLC

        ATLAS
PIPELINE PARTNERS, L.P.

        ATLAS
PIPELINE OPERATING PARTNERSHIP, LP

         

        STANDARD TERMS AND
CONDITIONS

         

        
          	
                  A.

                	
                  DEFINITIONS

                


        

         

        This
Section A defines only terms that are not defined in the text of this Agreement:

         

        
          
            	
                  	
                    A.1

                  	
                    “Affiliate” (and its
      derivatives) shall mean any person or entity that controls, is controlled
      by or is under common control with the referenced person or entity at
      issue. For the purposes of this definition, “control” means the
      ownership, directly or indirectly, of more than fifty percent (50%) of the
      Voting Stock, of such person or entity or, in the case of a person or
      entity that is a limited partnership, the general partner of such person
      or entity; and the terms “controlling” and “controlled” have
      meanings correlative to the foregoing. “Voting Stock” shall mean
      the securities or other ownership interest in any person or entity which
      have ordinary voting power under ordinary circumstances for the election
      of directors (or the equivalent) of such person or entity; provided in the
      case of a person or entity that is a limited partnership, Voting Stock
      shall mean the general partner interests of such limited
      partnership.  A person or entity shall not be deemed to be an
      Affiliate solely by virtue of being a working interest partner, or an
      operator of a well or a group of wells, except that an Investment Program
      shall in all instances be considered an Affiliate of Shippers,
      hereunder.

                  


          

        

         

        
          
            	
                  	
                    A.1.A

                  	
                    “Area of Interest” shall
      mean those counties described in Exhibit “B” under the heading “Area of
      Interest”.

                  


          

        

         

        
          
            	
                  	
                    A.2

                  	
                    “British Thermal Unit” or
      “Btu” shall mean
      the measurement unit for the amount of heat required to raise the
      temperature of one (1) pound of water one (1) degree Fahrenheit at 60
      degrees Fahrenheit.

                  


          

        

         

        
          
            	
                  	
                    A.3

                  	
                    “Contract Year” shall
      mean each consecutive twelve (12) Month period beginning with the
      Effective Date hereof or, if the Effective Date is not the first Day of a
      Month, then with the first Day of the Month following the
      Effective Date.

                  


          

        

         

        
          
            	
                  	
                    A.3.A

                  	
                    “Confidential
      Information” shall have the meaning set forth in Section L.6
      of this Exhibit “A”.

                  


          

        

         

        
          
            	
                  	
                    A.4

                  	
                    “Connectable Well” means
      a well owned or controlled by Shipper or an Affiliate of Shipper
      (including without limitation any
      Shipper’s Future Well Interest and any Investment Program Well
      Interest) that is within 2,500 feet of the Gathering System, such distance
      to be measured from the outlet of the wellhead measurement facilities to
      the nearest point of interconnection with the Gathering
      System.

                  


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          	
                  GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                   

                	
                  PAGE 
      2

                


        

         

        
          
            	
                  	
                    A.5

                  	
                    “CTM” shall mean custody
      transfer
      measurement.

                  


          

        

         

        
          
            	
                  	
                    A.6

                  	
                    “Cubic Foot” shall mean the
      volume of Gas occupying one cubic foot of space when such Gas is at a base
      temperature of sixty degrees Fahrenheit (60° F) and a base pressure of
      14.73 Psia and shall be calculated in accordance with ANSI/API 2530 where
      the factors for Fpwl
      and Fhgt
      shall each be equal to one
(1).

                  


          

        

         

        
          
            	
                  	
                    A.7

                  	
                    “Day” or “Daily” shall mean
      twenty-four (24) consecutive hours beginning at 9:00 am CST or as
      designated by LMM.

                  


          

        

         

        
          
            
              	
                    	
                      A.8

                    	
                      “Decatherm” or “Dth” shall mean one
      million (1,000,000) British Thermal
Units.

                    


            

          

        

         

        
          
            	
                  	
                    A.9

                  	
                    “Dehydrate” or “Dehydrating” shall mean
      the removal of water vapor from
Gas.

                  


          

        

         

        
          
            	
                  	
                    A.9.A

                  	
                    “Delivery Point” shall
      mean the upstream side of the inlet flange of the metering facilities
      delivering Gas to an Interconnecting Pipeline.  A list of active
      Delivery Points is shown on
Exhibit D.

                  


          

        

         

        
          
            	
                  	
                    A.10

                  	
                    “Existing Third Party Well
      Interests” means all existing wells and working interest Gas owned
      by any person not a Shipper or an Affiliate of a Shipper producing into
      the Gathering System as of the Effective
Date.

                  


          

        

         

        
          
            	
                  	
                    A.10.A

                  	
                    “Expansion Well” shall
      have the meaning set forth in Section 2.3 of the
      Agreement.

                  


          

        

         

        
          
            	
                  	
                    A.11

                  	
                    “Field” shall mean any
      point on the Gathering System upstream of a Delivery
  Point.

                  


          

        

         

        
          
            	
                  	
                    A.12

                  	
                    “Flow Lines” means small
      diameter sales or flow lines from a well, or such other type of line as
      may connect a well to a gathering system in accordance with standard
      industry practice; the term “Flow Line” shall include a meter of a type to
      be determined by Shippers located at the wellhead (for the avoidance of
      doubt, in no event shall Shipper be required to install any meter
      downstream of the wellhead).

                  


          

        

         

        
          
            	
                  	
                    A.13

                  	
                    “Gas” shall mean any
      mixture of gaseous hydrocarbons or of hydrocarbons and other gases, in a
      gaseous state, consisting primarily of
methane.

                  


          

        

         

        
          
            	
                  	
                    A.14

                  	
                    “Gather”, “Gathered” or “Gathering” shall mean
      the receipt of Gas at the Receipt Point(s) and the delivery of Gas at the
      Delivery Point(s).

                  


          

        

         

        
          
            	
                  	
                    A.15

                  	
                    “Gathering Fuel” shall
      mean the number of Dth of Gas used or consumed in the operation of the
      Gathering System including, but not limited to, fuel, flared and vented
      Gas and such Gas as may be lost or unaccounted for despite the prudent
      operation of the Gathering
System.

                  


          

        

         

        
          
            	
                  	
                    A.16

                  	
                    “Gathering System” shall
      mean those facilities built, in accordance with this Agreement, and used
      by LMM to Gather Shipper’s Gas and provide any other service described in
      Section 1 in the Field.

                  


          

        

         

        
          
            	
                  	
                    A.17

                  	
                    “Gross Heating Value”
      shall mean the total Btu content for a standard cubic foot of gas on a dry
      basis as determined by calculation from a compositional analysis using
      physical properties of gases at 14.73 psia and sixty degrees Fahrenheit
      (60oF),
      as prescribed by industry
standards.

                  


          

        

         

        
          
            	
                  	
                    A.17.A

                  	
                    “Gross Sales Price” shall mean the
      price, per Dth, actually received by Shipper for Shippers’ Gas including,
      or as adjusted to take into account, proceeds received or payments made
      pursuant to financial hedging arrangements entered into by Shipper at
      Shipper’s discretion, but LMM will have the right to participate in and
      have one vote in Shipper’s hedging committee
  meetings.

                  


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          	
                  GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                   

                	
                  PAGE 
      3

                


        

         

        
          	
                   
      

                	
                  A.18

                	
                  “Guaranteed Capacity”
      shall mean that LMM guarantees to have the capacity available to provide
      the Gathering identified in Section 1 except during times of capacity
      allocation pursuant to
Section B.4.

                


        

         

        
          	
                   
      

                	
                  A.19

                	
                  “Interconnecting
      Pipeline(s) ” shall mean any pipeline connected immediately
      downstream of the Delivery
Point(s).

                


        

         

        
          	
                   
      

                	
                  A.20

                	
                  “Investment Program”
      means any entity (whether individual, corporation, limited liability
      company, partnership, trust, unincorporated organization, association or
      other entity) for whom Shipper or an Affiliate of Shipper acts as a
      general partner, managing partner, manager, or over whom Shipper or an
      Affiliate of Shipper otherwise has control, and the securities of which
      have been offered and sold to
investors.

                


        

         

        
          	
                   
      

                	
                  A.21

                	
                  “Investment Program Well
      Interests” means all existing wells and all wells drilled or
      acquired after the Effective Date by or for the benefit of any Investment
      Program, except for acquired wells to the extent such acquired wells are
      subject to an existing dedication or commitment to another gathering
      system at the time of Shipper’s or its Affiliate’s
      acquisition.

                


        

         

        
          	
                   
      

                	
                  A.22

                	
                  “Mcf” shall mean one
      thousand (1,000) Cubic Feet of Gas.

                


        

         

        
          	
                   
      

                	
                  A.23

                	
                  “MDQ” or “Maximum Daily
      Quantity” shall mean the
      maximum daily quantity of gas LMM commits to provide service for under
      this Agreement, as described in Part I of Exhibit
  “E”.

                


        

         

        
          	
                   
      

                	
                  A.24

                	
                  “MMcf” shall mean one
      million (1,000,000) Cubic Feet of
Gas.

                


        

         

        
          	
                   
      

                	
                  A.25

                	
                  “Month” shall mean a
      calendar month commencing on the first Day of that calendar month and
      ending on the last Day of that calendar
month.

                


        

         

        
          	
                   
      

                	
                  A.26

                	
                  “Non-Guaranteed Capacity”
      shall mean that LMM does not at any time guarantee to have the capacity
      available to provide the Gathering identified in Section
  1.

                


        

         

        
          	
                	
                  A.26.B

                	
                  “Receipt Point” shall
      mean the upstream flange(s) at the point of interconnection between LMM’s
      Gathering System and the facilities owned by Shippers where LMM will
      receive Shipper’s Gas for
Gathering.

                


        

         

        
          	
                   
      

                	
                  A.27

                	
                  “Receipt Point Dth” shall
      mean the number of Dth received for Shipper’s account at the Receipt
      Point(s).

                


        

         

        
          	
                   
      

                	
                  A.28

                	
                  “Shipper’s Existing Well
      Interests” means the wells so designated on Exhibit
      “C”.

                


        

         

        
          	
                   
      

                	
                  A.29

                	
                  “Shipper’s Future Well
      Interests” means wells drilled or acquired after the Effective Date
      by Shipper or its Subsidiaries in the Area of Interest, except for
      acquired wells to the extent such acquired wells are subject to an
      existing dedication or commitment to another gathering system at the time
      of Shipper’s or its Affiliate’s
acquisition.

                


        

         

        
          	
                   
      

                	
                  A.30

                	
                  “Shipper’s Operator”
      shall mean the operator of the facilities upstream of a given Receipt
      Point.  Shipper’s Operator, however, may also operate CTM
      equipment located downstream of a given Receipt Point as provided in
      Section D.4.  Shipper’s Operator may be either Shipper or a
      third party acting on Shipper’s behalf.  When Shipper’s Operator
      is a third party acting on Shipper’s behalf, it shall be Shipper’s
      responsibility to cause such third party to comply with those terms of
      this Agreement which refer to Shipper’s
  Operator.

                


        

         

        
          	
                	
                  A.30.A

                	
                  “Shrink” shall mean the Btu
      reduction of Gas attributable to lost or unaccounted for
    Gas.

                


        

         

        
          	
                   
      

                	
                  A.31

                	
                  “Subsequently Acquired
      Gas” shall have the meaning set forth in Section 2.4 of the
      Agreement.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          	
                  GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                   

                	
                  PAGE 
      4

                


        

         

        
          	
                	
                  A.31.A

                	
                  “Subsidiaries” shall mean
      any Affiliate that is controlled by the person at issue.  For
      purposes of this definition of “Subsidiary”, the term
      “control” shall
      mean the ability to elect a majority of the board of directors or similar
      body.

                


        

         

        
          	
                   
      

                	
                  A.32

                	
                  “Telemetering
      Facilities” shall mean
      electronic monitoring facilities, including but not limited to electronic
      flow measurement facilities, remote terminal units and all other end
      devices and transmitters used to calculate pressure, temperature,
      differential pressure, flow and valve
position.

                


        

         

        
          	
                   
      

                	
                  A.33

                	
                  “Third Party Gathering
      System” shall mean any
      system of pipelines and other facilities used for the Gathering of Gas
      which is not owned or under the direct control of
  LMM.

                


        

         

        
          	
                   
      

                	
                  A.34

                	
                  “Treat, Treating or
      Treatment” shall mean the
      removal, reduction or dilution of CO2 in
      Gas.

                


        

         

        
          	
                   
      

                	
                  A.35

                	
                  “LMM’s Nomination System”
      shall mean LMM’s nomination and scheduling system, including any
      modification or replacement thereof which LMM may unilaterally require
      after providing thirty (30) Days prior written notice to
      Shipper.

                


        

         

        
          	
                  B.

                	
                  OPERATING
      PROVISIONS

                


        

         

        
          	
                   
      

                	
                  B.1

                	
                  Operational
      Control.  LMM shall be entitled complete operational
      control of its facilities (including the operation and configuration of
      the Gathering System) and shall operate its facilities in a commercially
      reasonable manner that is consistent with its obligations under this
      Agreement and its operational (including without limitation environmental
      and safety) policies and procedures.  However, this Section B.1
      shall not be interpreted to relieve LMM of its obligations under this
      Agreement.

                


        

         

        
          	
                   
      

                	
                  B.2

                	
                  Maintenance.  LMM
      shall, without liability, except as specified herein, be entitled to
      perform such maintenance, testing, alteration, modification, repair or
      replacement of the Gathering System, or any part thereof, as would be done
      (including prior written notice, as applicable) by a prudent operator
      (“Maintenance”),
      even if it requires the allocation of capacity pursuant to Section
      B.4.

                


        

         

        
          	
                   
      

                	
                  B.3

                	
                  Force Majeure. Except
      with respect to the obligation to pay amounts owing hereunder, neither LMM
      nor Shipper shall be liable in damages or otherwise to the other for
      inability to perform any obligation under this Agreement, including
      without limitation any obligation associated with the failure to meet any
      deadline established herein, due to an event of Force Majeure. Without
      limitation of the foregoing, any deadline otherwise established by this
      Agreement shall be extended for the same amount of time during which LMM’s
      or Shipper’s performance (as applicable) was prevented by an event of
      Force Majeure.  As used herein, the term “Force Majeure” shall
      mean any act, omission, or circumstances occasioned by or in consequence
      of any Acts of God, blockades, insurrections, riots, epidemics, flood,
      washouts, landslides, mudslides, earthquakes, unusually severe weather
      conditions, threat of hurricanes and tropical storms, lightning, civil
      disturbances, war, explosions, mechanical failure, structural failure,
      breakage of or accident to machinery, line of pipe, platform or wells, the
      inability or failure of downstream or upstream pipelines to deliver or
      receive, the order of any court or governmental authority having
      jurisdiction or any change in any applicable regulation materially
      affecting the operation of the facilities or any other cause of a similar
      nature (provided that such order or change in regulation was not sought or
      supported by the party claiming suspension), whether of the kind herein
      enumerated or otherwise, not reasonably within the control of the Party
      claiming suspension, not contributed to by the negligence of, willful
      misconduct by, or breach of this Agreement by the party claiming
      suspension, and which by the exercise of due diligence such Party is
      unable to prevent or overcome.  Failure to prevent or settle any
      strike or strikes shall not be considered a matter within the control of
      the Party claiming suspension.  With regard to the installation
      of new facilities or modifications to existing facilities, delay or
      inability to obtain any necessary permits or rights-of-way from a
      regulatory agency or landowner after an application or request by a party
      shall be deemed to be a Force Majeure event, provided that party has given
      reasonable notice of any planned suspension of service to Shipper. Force
      Majeure shall not relieve either Party of liability in the event of its
      concurring negligence and shall only relieve the non-performing party from
      liability for failure to perform under this Agreement for so long as such
      party is making reasonable efforts to remedy the
      situation.  Force Majeure shall not relieve either party of its
      obligation to pay money due under this
  Agreement.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          	
                  GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                   

                	
                  PAGE 
      5

                


        

         

        
          	
                   
      

                	
                  B.4

                	
                  Allocation of
      Capacity.  Notwithstanding any other term of this
      Agreement, if for any Day LMM determines that the capacity of its
      Gathering System is constrained, LMM shall allocate the available capacity
      as follows:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  Capacity
      shall first be allocated pro rata to all shippers with Guaranteed Capacity
      based upon the lower of their respective (i) Maximum Daily Quantities,
      (ii) Available Supplies or (iii) Adjusted Available Supplies; (to the
      extent such terms apply to any shipper)
and

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Any
      remaining capacity shall be allocated pro rata to all shippers with
      Non-Guaranteed Capacity based upon the lower of their respective (i)
      Maximum Daily Quantities, (ii) Available Supplies or (iii) Adjusted
      Available Supplies.

                


        

         

        However,
if LMM can identify the location of the constraint, then LMM shall endeavor to
impose such allocation upon only those shippers whose Gas is affected by the
constraint.

         

        For
purposes of this Section B.4, “Available Supplies” shall mean
the number of Dth of Gas that a shipper will make available at each Receipt
Point for the account of that shipper, through nomination to the Gathering
System, and “Adjusted Available
Supplies” shall mean an Available Supply that may be adjusted by LMM to
the extent LMM finds the nominated Available Supply inaccurate.

         

        Each Day
during which LMM allocates Shipper’s capacity as provided in this Section B.4
will be counted as one of the thirty (30) out of forty-five (45) Days for
purposes of invoking Supplier’s remedies pursuant to Section 1.4 of the
Agreement.  If at any time during the term of this Agreement LMM
enters into any agreement with any third party to Gather such third party’s Gas
on the Gathering System and such agreement includes an allocation of capacity
provision more favorable to such third party than the capacity allocation
provision then applicable to Shipper (“Third Party Allocation
Provision”), LMM shall immediately notify Shipper of same and Shipper
shall have the option to unilaterally amend this Agreement to adopt the Third
Party Allocation Provision.

         

        
          	
                   
      

                	
                  B.5

                	
                  Access, Easements and
      Rights-of-Way.  To the extent either party has the right
      to allow access by the other party, the party with access rights shall
      provide the other party such access to its facilities as is necessary and
      convenient for that party to perform its obligations under this
      Agreement.  To the extent either party has the  right
      to do so, such party grants to the other party the use of all easements
      and rights-of-way held by that party that are necessary and convenient for
      the other party to perform its obligations under this
      Agreement.  Such use shall include, but not be limited to, those
      rights under Shipper’s oil and Gas lease(s) to construct, operate, and
      maintain pipelines and appurtenant facilities for the purpose of Gathering
      Gas from the leasehold, and any rights of way held by LMM.  Each
      party shall be responsible for maintaining its access, easements and
      rights-of-way at its sole cost and expense, provided that the party
      relying on another party’s access rights shall indemnify, defend and hold
      harmless the other party against any and all claims or liabilities for
      damages arising from their access to any
site.

                


        

         

        
          	
                   
      

                	
                  B.6

                	
                  Shipper’s Delivery
      Pressure.  As long as pressures in the Gathering System
      do not exceed the pressures described in the applicable Expansion
      Proposal, Shipper shall deliver Shipper’s Gas to the Receipt Point(s) at
      pressure(s) sufficient to cause it to enter LMM’s facilities, however,
      such pressure(s) shall not exceed the Maximum Allowable Operating Pressure
      of LMM’s facilities (“LMM’s
      MAOP”).  LMM’s MAOP for a given facility may be revised
      from time to time by LMM in its sole discretion.  Except as
      provided in Section 1, LMM is not obligated to modify the pressure(s) in
      its facilities in order to cause the entry of Shipper’s Gas into its
      facilities.  Shipper shall equip its compression equipment, if
      any, with:

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          	
                  GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                   

                	
                  PAGE 
      6

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  over
      pressurization protection devices in accordance with ANSI B31.8 to prevent
      delivery pressure in excess of LMM’s
MAOP;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Gas
      cooling to prevent delivery temperatures in excess of 120° F into LMM’s
      facilities; and

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  pulsation
      dampening equipment, as necessary, to minimize pulsation induced
      measurement errors to less than two percent (2%) peak-to-peak square root
      error.

                


        

         

        
          	
                   
      

                	
                  B.7

                	
                  LMM’s Delivery
      Pressure.   If the pressure downstream of a Delivery
      Point (the “Downstream
      Pressure”) is increased such that it constrains LMM’s ability to
      deliver Gas through that Delivery Point at whatever pressure then exists
      in LMM’s facilities, then, if such Downstream Pressure was
      increased:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  without
      any agreement by Shipper with the Interconnecting Pipeline to cause such
      increase, within ten (10) Days of such increase in the Downstream
      Pressure, LMM shall provide notice to Shipper: (i) that LMM
      shall,  within thirty (30) Days of such notice, initiate and
      diligently pursue modifications to the Gathering System at LMM’s expense
      to increase the pressure at such Delivery Point to an amount sufficient to
      deliver Gas through such Delivery Point up to the MDQ; or (ii) authorizing
      Shipper to make such modifications.  If Shipper makes such
      modifications, then Shipper shall own such modifications and shall pay the
      Reduced Fee for all of Shipper’s Gas thereafter Gathered through such
      Delivery Point; or

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  as
      a result of any agreement with the Interconnecting Pipeline to
      which  Shipper is party, then Shipper shall pay its pro rata
      share (taking into account any third parties delivering Gas through such
      Delivery Point) of LMM’s actual reasonable costs in making such
      modifications as may be necessary to cause Gas to be delivered through
      such Delivery Point up to the MDQ, and Shipper shall continue to pay the
      Gathering Fee for deliveries through such Delivery
  Point.

                


        

         

        
          	
                  C.

                	
                  GAS
      QUALITY

                


        

         

        
          	
                   
      

                	
                  C.1

                	
                  Gas Quality at Delivery
      Points.  Except as otherwise provided in this
      Agreement:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  Shipper’s
      Gas at the Delivery Point(s) shall conform to the quality specifications
      required from time to time by the Interconnecting
    Pipelines.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  If
      at any time Shipper’s Gas at the Delivery Point(s) fails to conform to
      such quality specifications, Shipper may seek waivers of such quality
      specifications from the Interconnecting Pipelines and LMM, as reasonably
      requested by Shipper, shall cooperate in a reasonable manner in Shipper’s
      efforts to secure such waivers; failing Shipper’s prompt receipt of such a
      waiver for any reason, LMM shall give Shipper written notice of the
      deficiency and Shipper shall immediately remedy the
      deficiency.

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  If
      Shipper fails to immediately remedy the deficiency, LMM may refuse to
      accept further deliveries of Shipper’s Gas that is causing the deficiency
      at the Delivery Point.

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  Shipper
      shall be responsible for all damages to the Gathering System, including
      costs of repair, due to its failure to comply with this Section
      C.1.

                


        

         

        
          	
                   
      

                	
                  C.2

                	
                  Removal of Liquefiable
      Hydrocarbons in the Field.  Except as otherwise provided
      in this Agreement, Shipper’s Gas shall not be processed for removal of
      liquefiable hydrocarbons prior to its receipt by LMM at the Receipt
      Point(s) other than by the use of conventional mechanical liquid-Gas
      separators operated at or above ambient temperatures.  Shipper
      shall own and be responsible for any liquid hydrocarbons removed by this
      method from Shipper’s Gas.  LMM shall own and be responsible for
      any liquid hydrocarbons that condense in the Gathering System. or are
      otherwise removed between the Receipt Point and the Delivery
      Point.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          	
                  GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                   

                	
                  PAGE 
      7

                


        

         

        
          	
                   
      

                	
                  C.3

                	
                  Water Disposal. LMM
      shall Dehydrate Shipper’s Gas as necessary and dispose of Shipper’s water
      by evaporation.  If evaporating Shipper’s water is ever
      disallowed for any reason or is deemed to be uneconomic by LMM, Shipper
      shall make alternate arrangements to dispose of Shipper’s water at
      Shipper’s sole cost and expense and Shipper shall reimburse LMM for any
      costs incurred by LMM in delivering Shipper’s water.  Except to
      the extent caused by LMM’s negligence or willful misconduct, Shipper shall
      release, indemnify and defend LMM from and against any and all damages,
      claims, actions, expenses, penalties and liabilities, including attorney’s
      fees, arising from personal injury, death, property damage, environmental
      damage, pollution, or contamination relating to the disposal of Shipper’s
      water by either evaporation or the alternate arrangement(s) selected by
      Shipper.

                


        

         

        
          	
                   
      

                	
                  C.4

                	
                  CO2 Disposal.  To
      the extent that LMM removes CO2 from
      Shipper’s Gas or otherwise generates CO2 from
      stationary sources which are part of the Gathering System in providing
      services to Shipper as set forth herein, and disposes of Shipper’s CO2 by
      venting, if venting Shipper’s CO2 is
      ever disallowed for any reason, is taxed, or is deemed to be uneconomic by
      LMM, Shipper shall make alternate arrangements to dispose of Shipper’s
      CO2 at
      Shipper’s sole cost and expense and shall reimburse LMM for any costs
      incurred by LMM in delivering Shipper’s CO2.  Except
      to the extent caused by LMM’s negligence or willful misconduct, Shipper
      shall release, indemnify and defend LMM from and against any and all
      damages, claims, actions, expenses, penalties and liabilities, including
      attorney’s fees, arising from personal injury, death, property damage,
      environmental damage, taxes, pollution, or contamination relating to the
      disposal of Shipper’s CO2 by
      either venting or the alternate arrangement(s) selected by
      Shipper.  The foregoing shall not apply to the extent that LMM
      takes title to Shipper’s CO2
      pursuant to separate written
agreement.

                


        

         

        
          	
                   
      

                	
                  C.5

                	
                  Gas Quality at Delivery
      Point(s).  Subject to Shipper’s performance under Section
      C.1 and Article 3 of this Agreement, Gas delivered by LMM at the Delivery
      Point(s) shall conform to the most restrictive quality specifications
      required from time to time by the Interconnecting
    Pipeline(s).

                


        

         

        
          	
                   
      

                	
                  C.6

                	
                  Gross Heating Value and
      Component Analysis.  The component analysis and Gross
      Heating Value of the Gas shall be determined and calculated at least
      semi-annually by whomever is operating the CTM equipment, as determined in
      Section D.4, but either party may conduct such analysis at its discretion
      and cost.  The component analysis and Gross Heating Value of the
      Gas shall be based on any of the following at the choice of the operator
      of the CTM equipment; spot samples, continuous samples, or on-line
      analysis.  The component analysis of the Gas shall be performed
      by Gas chromatography in accordance with GPA 2261 or any pertinent
      revision(s) thereto or replacement(s) thereof. .  If the
      component percentages fall outside the limits of GPA 2261, then the
      operator of the CTM equipment shall make a reasonable judgment as to the
      accuracy of the component analysis.  If neither party objects in
      writing to the results within sixty (60) Days after their delivery, such
      results shall become conclusive.  If either party objects in
      writing to the results within sixty (60) Days after their delivery, then:
      in the case of spot samples, a re-sampling, redetermination and
      recalculation shall be performed by a third party acceptable to both
      parties and such third party’s results shall be used; and in the case of
      continuous samples or on-line analysis, the analyzer shall be tested for
      accuracy according to GPA 2261 and, if warranted, a recalculation of the
      components shall be made by a means acceptable to the
      parties.  The cost of any re-sampling, retesting,
      redetermination and/or recalculation shall be borne by the objecting
      party.

                


        

         

        
          	
                   
      

                	
                  C.7

                	
                  Correction of Gross Heating
      Value for Water Vapor.  The Gross Heating Value of the
      Gas shall be corrected for water vapor content in accordance with GPA 181
      and 2172.  Gas having a water vapor content of greater than ***
      pounds per MMcf at CTM shall be considered fully saturated.  Gas
      having a water vapor content of less than or equal to *** pounds per MMcf
      at CTM shall be considered dry.

                


        

         

        
          	
                   
      

                	
                  C.8

                	
                  Computation
      Factors.  The specific gravity of the Gas shall be
      calculated by the operator of the CTM equipment and shall be adjusted for
      the difference between the specific gravity in the ideal state and in the
      real state in accordance with ANSI/API 2530 .  The deviation of
      the Gas from Boyle’s law shall also be calculated by the operator of the
      CTM equipment and shall be determined in accordance with AGA Transmission
      Measurement Committee Report No. 8  Both the specific gravity of
      the Gas and the deviation of the Gas from Boyles’ law shall be based on
      the component analysis obtained pursuant to Section
  C.6.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          	
                  GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                   

                	
                  PAGE 
      8

                


        

         

        
          	
                  D.

                	
                  VOLUME

                


        

         

        
          	
                   
      

                	
                  D.1

                	
                  Determination of Temperature
      for Volume Calculation.  The temperature of the Gas shall
      be determined by a temperature recording device installed by the operator
      of the CTM equipment in accordance with ANSI/API 2530 and other industry
      standards.  If the temperature of the Gas is recorded by chart,
      the arithmetic average of the temperatures recorded during periods of Gas
      flow shall be used in calculating the
Dth.

                


        

         

        
          	
                   
      

                	
                  D.2

                	
                  Correction of Volume due to
      Calculation Error.  An error in volume calculation for a
      given Receipt Point shall be corrected for such period as the error is
      determined to have existed, not to exceed one (1) year.  In no
      event, however, shall LMM be obligated to correct an error in volume
      calculation for a given Receipt Point unless it resulted in an error of
      greater than *** percent (***%) and *** Dth per Month at the Receipt Point
      during the correction period.  Such correction shall only be
      processed by LMM prospectively with the current Month’s business based
      upon Shipper’s current allocation of the Available Supply at that Receipt
      Point as provided by Shipper’s
Operator.

                


        

         

        
          	
                   
      

                	
                  D.3

                	
                  Correction of Volume due to
      Reallocation by Shipper’s Operator.  Shipper’s Operator
      shall make prospectively any correction of volume due to a reallocation of
      the Available Supply at a given Receipt
Point.

                


        

         

        
          	
                   
      

                	
                  D.4

                	
                  Custody Transfer Measurement or
      “CTM”.  CTM for any Receipt Point or Delivery Point in
      existence as of the Effective Date shall be performed by whoever is
      providing CTM at that Receipt point or Delivery Point as of the Effective
      Date.  For all Receipt Point(s) and Delivery Point(s) where LMM
      does not provide CTM and check meters, Shipper shall make all measurement
      and Gas quality data from such CTM and check meters available to
      LMM.  However, if LMM installs CTM equipment at any Receipt
      Point or Delivery Point after the Effective Date, then CTM at that Receipt
      Point or Delivery Point shall be performed by LMM.  Except as
      otherwise provided in this Section D, all CTM and CTM equipment shall
      comply with ANSI/API 2530.  Meter charts may be rotated as
      determined by LMM.  LMM may install and operate electronic flow
      measurement equipment to perform CTM, in which case it shall be installed
      and operated in accordance with the applicable methods and standards that
      have been approved by the API.  When alternate methods and
      standards are permitted for low volume wells by the regulatory agency with
      jurisdiction, then such alternate methods and standards shall apply to CTM
      and CTM equipment serving such low volume
wells.

                


        

         

        
          	
                   
      

                	
                  D.5

                	
                  Notice of CTM Equipment
      Tests.  Tests of the CTM equipment shall be performed by
      the operator of the CTM equipment at least once each calendar
      quarter.  Where LMM is operating the CTM Equipment, LMM shall
      give Shipper’s Operator *** notice of the time and location of any tests
      of the CTM equipment so that Shipper’s Operator may be
      present.  Where Shipper’s Operator is operating the CTM
      Equipment, Shipper’s Operator shall give LMM *** notice of the time and
      location of any tests of the CTM equipment so that LMM may be
      present.  If the party not operating the CTM equipment is
      unsatisfied with the test, it shall notify the operator of the CTM
      equipment to perform a retest.  The cost of retesting shall be
      paid by the party requesting the retest unless the retest shows a
      difference between the registration of the CTM equipment and test
      instrument of greater than *** percent (***%) and *** Dth, in which case
      the cost of retesting shall be paid by the party who did not request the
      retest.  Any CTM equipment found to be measuring inaccurately
      shall be promptly restored to accuracy by the operator of the CTM
      equipment.

                


        

         

        
          	
                   
      

                	
                  D.6

                	
                  Check
      Meter.  Either party may install and operate a check
      meter at its own expense to check the CTM equipment.  Except as
      provided in Section D.7, the readings of the CTM equipment shall
      govern.  The check meter shall be installed so as not to
      interfere with the operation of the CTM equipment.  Pulsation
      filters may be required if unacceptable square root error or gauge line
      error shift occurs as a result of the check meter.  If a
      disagreement arises regarding the source of pulsation, a third party
      consultant shall be selected by the parties to determine the source of the
      pulsation.  The party responsible for the source of the
      pulsation shall pay all the consulting fees and costs associated with
      identifying and eliminating the source of the
      pulsation.  Shipper will use the alternate taps on the meter run
      for check measurement.  If alternate taps do not provide a
      viable option, Shipper will seek a variance from the regulatory entities
      and LMM to use LMM’s meter taps.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          	
                  GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                   

                	
                  PAGE 
      9

                


        

         

        
          	
                   
      

                	
                  D.7

                	
                  Correction of CTM Equipment
      Inaccuracies.  If any test conducted pursuant to Section
      D.5 reveals an inaccuracy of greater than *** percent (***%) and ***
      Dth  in the registration of the CTM equipment, the volume of Gas
      measured by such CTM equipment shall be corrected for such period as the
      inaccuracy is confirmed to have existed, not to exceed ***, or, if not
      confirmable, then for such period as the parties can agree upon, not to
      exceed ***.  If the correction period is not confirmable and
      cannot be agreed upon, then the correction period shall extend back
      one-half (1⁄2) of the time elapsed since the CTM equipment was last
      calibrated, not to exceed ***.  The volume of Gas actually
      received per Day through the CTM equipment shall be determined on the
      basis of the best data available using the first of the following methods
      which is feasible:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  by
      using the registration of the other party’s check meter if registering
      accurately; or

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  by
      calibration, test, or mathematical calculation if the percentage of
      inaccuracy is ascertainable with reasonable certainty;
  or

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  by
      estimating the volume of Gas received by comparison to receipts during
      prior Months under similar conditions when the CTM equipment was
      registering accurately.

                


        

         

        In no
event, however, shall LMM be obligated to correct any volume measurement
inaccuracy for given CTM Equipment unless it resulted in an inaccuracy of
greater than *** percent (***%) and *** Dth per Month at the affected Receipt
Point during the correction period.  Such correction shall only be
processed by LMM prospectively with the current Month’s business based upon
Shipper’s current allocation of the Available Supply at the affected Receipt
Point as provided by Shipper’s Operator.

         

        
          	
                   
      

                	
                  D.8

                	
                  Measurement During Periods of
      CTM Equipment Failure.  In the event of any Force Majeure
      event which prevents LMM from obtaining or recovering actual measurement
      data from the CTM Equipment, LMM shall have the right to estimate the
      volume of Gas received by comparison to receipts during the prior Months
      under similar conditions until such time as LMM is again able to obtain
      accurate data from the CTM Equipment, but in no event for a period longer
      than *** Days.  Any estimated volumes relied upon under such
      circumstances shall be considered actual volumes for such period of
      time.

                


        

         

        
          	
                  E.

                	
                  NOMINATIONS
      AND SCHEDULING

                


        

         

        
          	
                   
      

                	
                  E.1

                	
                  Available
      Supply.  *** Days prior to the beginning of each Month
      and *** Days prior to any change thereof during the Month, Shipper’s
      Operator shall submit via LMM’s Nomination System the number of Dth of Gas
      that Shipper’s Operator will make available at each Receipt Point for the
      account of Shipper (“Available
      Supply”).  For each Day, Shipper shall submit via LMM’s
      Nomination System a numerical ranking of Shipper’s Available Supplies to
      indicate the priority in which Shipper desires its Available Supplies to
      be scheduled for delivery by LMM (the lower the number the higher the
      priority).    Failure by Shipper to timely submit such
      ranking shall result in the receipt of deliveries from the Available
      Supplies on a pro rata basis.  LMM may adjust an Available
      Supply when historical production or current data from LMM’s Telemetering
      Facilities suggests that the Available Supply is inaccurate (“Adjusted Available
      Supply”).

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          	
                  GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                   

                	
                  PAGE 
      10

                


        

         

        
          	
                   
      

                	
                  E.2

                	
                  Daily Nomination
      Procedure.  For each Day Shipper shall submit
      nomination(s) via LMM’s Nomination System of the number of Dth of
      Shipper’s Gas that Shipper desires LMM to deliver at the Delivery
      Point(s).  The total of such nomination(s) when combined with
      Gathering Fuel and Shrink shall not exceed the MDQ unless LMM otherwise
      consents in writing.  Multiple nominations shall be numerically
      ranked by Shipper to indicate the priority in which Shipper’s nominations
      are to be scheduled for delivery by LMM (the lower the number the higher
      the priority).  Failure by Shipper to rank its nominations shall
      result in the scheduling of Shipper’s nominations on a pro rata
      basis.  Each nomination shall have sufficient detail to meet the
      nomination requirements of the Interconnecting Pipeline to which it is
      nominated.  Any nomination, or any part thereof, which fails to
      satisfy all of the foregoing requirements or such additional or alternate
      requirements as LMM may hereafter present to Shipper shall be deemed
      invalid.

                


        

         

        
          	
                   
      

                	
                  E.3

                	
                  Scheduling
      Nominations.  Shipper’s valid nomination(s) shall be
      scheduled for delivery by LMM to the extent
  that:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  Available
      Supply(ies) or Adjusted Available Supply(ies) is/are sufficient to support
      the nomination(s) plus Gathering Fuel and any Plant Fuel and
      Shrink;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  LMM
      has received confirmation request(s) from the appropriate Interconnecting
      Pipeline(s); and

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  LMM
      has the capacity to provide the level of service specified in Section
      1.2.

                


        

         

        Upon
being scheduled for delivery by LMM, such nominations shall be referred to
herein as “Shipper’s Scheduled
Nomination(s)”.  Shipper may view Shipper’s Scheduled
Nomination(s) through LMM’s Nomination System.

         

        
          	
                   
      

                	
                  E.4

                	
                  Reducing Previously Scheduled
      Nominations.  Whenever an Interconnecting Pipeline
      requires LMM to reduce previously scheduled nominations, LMM shall,
      without liability, effect such reduction by reducing pro rata all
      previously scheduled nominations to that Interconnecting
      Pipeline.  However, if LMM identifies the shipper(s) responsible
      for the reduction being required by the Interconnecting Pipeline, LMM
      shall, without liability, endeavor to reduce only the previously scheduled
      nominations of the responsible
shipper(s).

                


        

         

        
          	
                  F.

                	
                  BALANCING

                


        

         

        
          	
                   
      

                	
                  F.1

                	
                  Imbalance and
      Balancing.  If the number of Dth of Shipper’s Gas
      received by LMM at the Receipt Point(s), after subtracting Gathering Fuel
      and any Plant Fuel and Shrink, do not equal Shipper’s Scheduled
      Nomination(s), an “Imbalance”
      exists.  If the number of Dth of Shipper’s Gas received by LMM
      at the Receipt Point(s), after subtracting Gathering Fuel and any Plant
      Fuel and Shrink, are less than Shipper’s Scheduled Nomination(s), a “Positive Imbalance”
      exists.  If the number of Dth of Shipper’s Gas received by LMM
      at the Receipt Point(s), after subtracting Gathering Fuel and any Plant
      Fuel and Shrink, are greater than Shipper’s Scheduled Nomination(s), a
      “Negative
      Imbalance” exists.  The term “Balance” or “Balancing” refers to
      equalizing the number of Dth of Shipper’s Gas received by LMM at the
      Receipt Point(s) with the number of Dth constituting Shipper’s Scheduled
      Nomination(s) plus Gathering Fuel and any Plant Fuel and
      Shrink.

                


        

         

        
          	
                   
      

                	
                  F.2

                	
                  Daily
      Balancing.  Each Day Shipper shall cause the number of
      Dth of Shipper’s Gas being delivered at the Receipt Point(s) to equal as
      closely as practicable Shipper’s Scheduled Nomination(s) plus Gathering
      Fuel and any Plant Fuel and Shrink.  Whenever the number of Dth
      of Shipper’s Gas being delivered at the Receipt Point(s) is insufficient
      to support Shipper’s Scheduled Nomination(s) plus Gathering Fuel and any
      Plant Fuel and Shrink, Shipper shall promptly increase its Daily delivery
      such that the number of Dth of Shipper’s Gas being delivered at the
      Receipt Point(s) equals as closely as practicable Shipper’s Scheduled
      Nomination(s) plus Gathering Fuel and any Plant Fuel and
      Shrink.  Whenever the number of Dth of Shipper’s Gas being
      delivered at the Receipt Point(s) exceeds Shipper’s Scheduled
      Nomination(s) plus Gathering Fuel and any Plant Fuel and Shrink, Shipper
      shall promptly reduce its Daily delivery such that the number of Dth of
      Shipper’s Gas being delivered at the Receipt Point(s) equals as closely as
      practicable Shipper’s Scheduled Nomination(s) plus Gathering Fuel and any
      Plant Fuel and Shrink.  If Shipper does not promptly reduce its
      Daily delivery, LMM may cause such reduction in Shipper’s Daily delivery
      at whichever Receipt Point(s) LMM deems
      appropriate.  Notwithstanding the foregoing, Shipper may request
      in writing the right to create a Daily Imbalance when necessary to
      counteract a prior Daily Imbalance.  Whether such request will
      be granted is within the sole discretion of
LMM.

                


        

         

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

         

        	
                GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                 

              	
                PAGE 
      11

              



        
          	
                   
      

                	
                  F.3

                	
                  Monthly
      Balancing.  If the cumulative Imbalance reflected on the
      Monthly statement submitted to Shipper pursuant to Section 5.2 is greater
      than Shipper’s Scheduled Nomination(s) during the statement period, then
      Shipper shall Balance with LMM by reducing the Imbalance gas closely as
      practicable to zero (0) during the Month following the delivery of such
      statement (“Balancing
      Period”) in the manner described in (a) or (b)
      below.  LMM shall advise Shipper of the number of Dth of Gas
      which must be nominated or nominated and produced by Shipper for each Day
      during the Balancing Period in order to Balance (“Daily Balance
      Gas”).  Shipper shall not submit Daily nominations during
      the Balancing Period whose total exceeds the MDQ unless LMM otherwise
      consents in writing.  Shipper’s nomination of Daily Balance Gas
      shall receive the highest priority of Shipper’s
    nominations.

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  When
      a Positive Imbalance exists, Shipper shall include in its Daily
      nominations during the Balancing Period a nomination of Daily Balance Gas,
      specifically designated as such, and Shipper shall deliver sufficient Gas
      to fulfill its Daily nominations.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  When
      a Negative Imbalance exists, Shipper shall include in its Daily
      nominations during the Balancing Period a nomination of Daily Balance Gas,
      specifically designated as such, but Shipper shall only deliver sufficient
      Gas to fulfill its Daily nominations less the Daily Balance Gas
      nomination.

                


        

         

        Both
parties recognize that LMM’s ability to schedule Daily Balance Gas according to
(a) and (b) above is dependent upon the cooperation of third
parties.  If on any given Day during the Balancing Period the
cooperation of third parties is not forthcoming, the Balancing Period shall be
extended one (1) Day to account for the lost Day.  Notwithstanding the
foregoing, LMM may, at its discretion, postpone Shipper’s obligation to
Balance.

         

        
          	
                   
      

                	
                  F.4

                	
                  Balancing With Interconnecting
      Pipeline(s).  Whenever an Interconnecting Pipeline
      requires LMM to balance, LMM may require Shipper to Balance according to
      Section F.3 and the period in which to Balance shall be whatever balancing
      period is being imposed upon LMM by the Interconnecting
      Pipeline.

                


        

         

        
          	
                   
      

                	
                  F.5

                	
                  Interim and Final
      Balancing.  If a cumulative Imbalance exists at a point
      in time when Shipper’s scheduled volumes are less than twenty-five percent
      (25%) of Shipper’s MDQ or less than twenty-five percent (25%) of the
      Shipper’s prior six (6) Months average scheduled volume, LMM, at its
      option, can elect to settle the Imbalance with a cash
      payment.  LMM will either purchase from or sell to the Shipper
      the Imbalance volume.

                


        

         

        LMM will
calculate the value of the cash payment by multiplying the cumulative Imbalance
volume by the price as published in the Inside FERC Gas Market report for the
Interconnecting Pipeline market location relevant to the agreement for the Month
immediately following the statement Month.

         

        If an
Imbalance exists at the termination of this Agreement, the cumulative Imbalance
will be eliminated by cash settlement in the same manner as described above
within sixty (60) Days after receipt by Shipper of LMM’s final regular Monthly
statement.

         

        
          	
                   
      

                	
                  F.6

                	
                  Enforcement.  If
      Shipper should fail or refuse to Balance according to this Section F, then
      LMM may unilaterally control the receipt, delivery and scheduling of
      Shipper’s Gas in order to Balance.

                


        

         

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        
  

    

    
      
        
          	
                  GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                   

                	
                  PAGE
      12

                


        

      

    

    


    
      	
              G.

            	
              REPRESENTATIONS AND
      WARRANTIES.  Each of the Shippers, APL and APL Operating
      represents and warrants to LMM that, and LMM represents and warrants to
      each of the Shippers, APL and APL Operating
  that:

            


    

     

    
      	
               
      

            	
              (1)

            	
              it
      has full power and authority to execute and deliver this Agreement and to
      consummate the transactions contemplated hereby and to perform all of the
      terms and conditions hereof to be performed by it.  The
      execution and delivery by it of this Agreement, the consummation of the
      transactions contemplated hereby and the performance of all of the terms
      and conditions hereof to be performed by it have been duly authorized and
      approved by all requisite action on the part of it.  This
      Agreement has been duly executed and delivered by it and constitute the
      valid and legally binding obligation of it, enforceable against it in
      accordance with their terms, except as such enforcement may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
      conveyance or other similar laws affecting the enforcement of creditors’
      rights and remedies generally and by general principles of equity (whether
      applied in a proceeding at law or in equity);
  and

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      execution, delivery and performance of this Agreement by it does not, and
      the fulfillment and compliance with the terms and conditions hereof and
      thereof and the consummation of the transactions contemplated hereby will
      not, (i) violate, conflict with any of, result in any breach of, or
      require the consent of any person under, the terms, conditions or
      provisions of the charter documents, bylaws or equivalent governing
      instruments of it or any of its Affiliates, (ii) violate any provision of
      any law applicable to either it or any of its Affiliates, its business or
      that of any of its Affiliates in the Areas of Interest; (iii) conflict
      with, result in a breach of, constitute a default under (whether with
      notice or the lapse of time or both), or accelerate or permit the
      acceleration of the performance required by, or require any consent,
      authorization or approval under, or result in the suspension, termination
      or cancellation of, or in a right of suspension, termination or
      cancellation of, any agreement or other instrument to which it or any of
      its Affiliates is a party or by which it or its business or that of any of
      its Affiliates in the Areas of Interest are bound; or (iv) result in the
      creation of any lien on any its business or that of any of its Affiliates
      in the Areas of Interest under any agreement or other instrument;
      and

            


    

     

    
      	
               
      

            	
              (3)

            	
              no
      consent, approval, license, permit, order or authorization of any
      governmental authority or other person is required to be obtained or made
      by it or any Affiliate in connection with the execution, delivery, and
      performance of this Agreement or the consummation of the transactions
      contemplated hereby, except as have been waived or obtained or with
      respect to which the time for asserting such right has
      expired.

            


    

     

    
      	
              H.

            	
              DISPUTED
      OR UNPAID STATEMENTS

            


    

     

    
      	
               
      

            	
              H.1

            	
              Statement(s) Disputed by
      Shipper.  In the event that Shipper disputes any
      statement, Shipper shall nonetheless be required to pay any undisputed
      amount to LMM.  Any statement or payment must be disputed, if at
      all, by providing written notice of the dispute to the other party within
      two (2) years from the date of such statement or payment; otherwise such
      statement or payment shall be conclusively deemed to be correct as to both
      parties.

            


    

     

    
      	
               
      

            	
              H.2

            	
              Unpaid
      Statement(s).  Should Shipper fail to pay all of the
      amount of any statement when the same becomes due, Shipper shall pay
      interest on the unpaid balance which shall accrue on each Day after the
      due date at the prime rate announced by Citibank in New York City, New
      York on the due date; provided that if such rate exceeds the applicable
      maximum rate permitted by law, the rate shall equal the applicable maximum
      rate.  Such interest shall be compounded Monthly.  If
      any undisputed amount plus interest remains unpaid for *** Days after the
      due date, LMM shall have the right to (i) suspend, in whole or in part,
      its obligations to Shipper under this Agreement until such undisputed
      amount plus interest is paid and/or (ii) offset, in whole or in part, the
      same against any amount due or owing by LMM to Shipper or its Subsidiaries
      under this Agreement or any other agreement..  Upon the
      rendering of a final unappealable order, the prevailing party in any suit,
      mediation, arbitration, and/or appeal therefrom for the collection of any
      amounts due under any statement shall be entitled to recover all costs
      incurred, including but not limited to reasonable attorney’s fees, court
      costs, and disbursements.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                     

                  	
                    PAGE
      13

                  


          

        

      

       

      
        
          	
                   
      

                	
                  H.3

                	
                  ***

                


        

      

       

    

    
      	
              I.

            	
              LIABILITY,
      INDEMNIFICATION AND WARRANTY

            


    

     

    
      	
               
      

            	
              I.1

            	
              Shipper’s Liability and
      Indemnification.  Shipper shall be in control and
      possession of Shipper’s Gas until delivered to LMM at the Receipt Point(s)
      and following its delivery by LMM at the Delivery Point(s), and shall be
      fully responsible and liable for any and all damages, claims, actions,
      expenses, penalties and liabilities, including attorney’s fees, arising
      from personal injury, death, property damage, environmental damage,
      regulatory penalty, pollution, or contamination relating to Shipper’s Gas
      while in Shipper’s control and possession, and Shipper agrees to release,
      indemnify and defend LMM with respect thereto.  Shipper further
      agrees to release, indemnify and defend LMM from and against any and all
      damages, claims, actions, expenses, penalties and liabilities, including
      attorney’s fees, arising from (i) personal injury, death, property damage,
      environmental damage, regulatory penalty, pollution, or contamination
      relating to Shipper’s ownership and/or operation of the facilities
      delivering Gas to the Receipt Point(s), (ii) personal injury, death,
      property damage, environmental damage, regulatory penalty, pollution or
      contamination arising (a) from the construction, installation, operation,
      maintenance or existence, known or unknown, of any lines, pipes or
      pipelines connected to the Gathering System as of the Effective Date
      hereof which  deliver Shipper’s Gas to a third party end user,
      or (b) the movement, delivery or use of Gas from such
      facilities  and/or (iii) Shipper’s performance of its
      obligations under this Agreement.

            


    

     

    
      	
               
      

            	
              I.2

            	
              LMM’s Liability and
      Indemnification.  LMM shall be in control and possession
      of Shipper’s Gas from the time delivered to LMM at the Receipt Point(s)
      until it is delivered by LMM at the Delivery Point(s), and shall be fully
      responsible and liable for any and all damages, claims, actions, expenses,
      penalties and liabilities, including attorneys fees, arising from personal
      injury, death, property damage, environmental damage, regulatory penalty,
      pollution or contamination relating to Shipper’s Gas while in LMM’s
      control and possession, and LMM agrees to release, indemnify and defend
      Shipper with respect thereto.  LMM further agrees to release,
      indemnify and defend Shipper from and against any and all damages, claims,
      actions, expenses, penalties and liabilities, including attorney’s fees,
      arising from (i) personal injury, death, property damage, environmental
      damage, pollution or contamination relating to LMM’s ownership and/or
      operation of the Gathering System and/or (ii) LMM’s performance of its
      obligations under this Agreement.

            


    

     

    
      	
               
      

            	
              I.3

            	
              Warranty of
      Title.  Shipper warrants that at the time of delivery of
      Gas for its account at the Receipt Point(s), it will either have title to
      such Gas free and clear of all liens, encumbrances, and claims whatsoever,
      or that it will at the time of such delivery have the right to deliver
      such Gas.  Shipper shall release, indemnify and defend LMM
      against any and all damages, claims, actions, expenses, penalties and
      liabilities, including attorney’s fees, arising from Shipper’s breach of
      the foregoing warranty.  Subject to Shipper’s warranty herein,
      LMM warrants that at the time of delivery of such Gas at the Delivery
      Point(s), it will deliver such Gas free and clear of all liens,
      encumbrances, and claims whatsoever.  LMM shall release,
      indemnify and defend Shipper against any and all damages, claims, actions,
      expenses, penalties and liabilities, including attorney’s fees, arising
      from LMM’s breach of the foregoing
warranty.

            


    

     

    
      	
               
      

            	
              I.4

            	
              Limitations.  Notwithstanding
      any language in this Agreement to the contrary, neither party shall be
      released, indemnified or defended to the extent of its own negligence or
      willful misconduct.  Nor is any language in this Agreement
      intended to provide indemnification greater than that which is permitted
      by applicable law.  If any limitations upon indemnification are
      imposed by applicable law, then such limitations are hereby incorporated
      by reference and made a part of this Agreement.  Except as
      expressly provided in Section 2 or as necessary to provide the
      indemnifications contemplated in this Agreement against third party
      claims, neither party shall be liable to the other for any incidental,
      special, consequential or punitive
damages.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                     

                  	
                    PAGE
      14

                  


          

        

      

       

    

    
      	
              J.

            	
              ROYALTIES,
      TAXES, FEES AND OTHER CHARGES

            


    

     

    
      	
               
      

            	
              J.1

            	
              Royalties.  Shipper
      shall be responsible and liable for the payment of all royalties relating
      to Shipper’s Gas.  LMM shall have no responsibility or liability
      for such royalties and Shipper shall release, indemnify and defend LMM
      against any and all damages, claims, actions, expenses, penalties and
      liabilities, including attorney’s fees, relating to such
      royalties.

            


    

     

    
      	
               
      

            	
              J.2

            	
              Service
      Taxes.  Subject to Section J.3 below, Shipper shall
      be responsible and liable for the payment of all taxes, fees and other
      charges (including penalties and interest thereon) now or hereafter levied
      or assessed by any municipal, county, state, federal or tribal government
      relating to Shipper’s Gas or LMM’s Gathering and/or processing services
      under this Agreement.  If LMM is required to pay any such taxes,
      fees or other charges (or penalties or interest thereon), Shipper shall
      immediately reimburse LMM therefor.

            


    

     

    
      	
               
      

            	
              J.3

            	
              Limitation on Tax
      Responsibility.  Neither party shall be responsible or
      liable for the taxes now or hereafter levied or assessed by any municipal,
      county, state, federal or tribal government upon the income, property,
      equipment, or facilities of the other, including, without limitation, any
      income tax or ad
      valorem tax.

            


    

     

    
      	
              K.

            	
              ALTERNATIVE
      DISPUTE RESOLUTION

            


    

     

    Any
dispute arising out of or relating to this Agreement shall be resolved in
accordance with the procedures specified in this Article K, which shall be the
sole and exclusive procedures for the resolution of any such disputes. The
parties shall attempt in good faith to resolve any dispute arising out of or
relating to this Agreement promptly by negotiation between executives who have
authority to settle the controversy and who are at a higher level of management
than the persons with direct responsibility for administration of this contract.
Any party may give the other party written notice of any dispute not resolved in
the normal course of business. Within fifteen (15) Days after delivery of the
notice, the receiving party shall submit to the other a written response. The
notice and the response shall include (a) a statement of each party’s position
and a summary of arguments supporting that position, and (b) the name and title
of the executive who will represent that party and of any other person who will
accompany the executive. Within thirty (30) Days after delivery of the disputing
party's notice, the executives of both parties shall meet at a mutually
acceptable time and place, and thereafter as often as they reasonably deem
necessary, to attempt to resolve the dispute. All reasonable requests for
information made by one party to the other will be honored.  All
negotiations pursuant to this clause are confidential and shall be treated as
compromise and settlement negotiations for purposes of applicable rules of
evidence.  If the matter has not been resolved by these persons within
forty five (45) Days of the disputing party’s notice, the dispute shall be
referred to more senior executives of both parties who have authority to settle
the dispute and who shall likewise meet to attempt to resolve the
dispute.

     

    If the
dispute has not been resolved by negotiation within sixty (60) Days of the
disputing party’s notice, or if the parties failed to meet within the thirty
(30) Day period set forth above, the parties shall endeavor to settle the
dispute by mediation under the then current CPR Institute for Dispute Resolution
mediation procedure in effect on the date of this Agreement. Unless otherwise
agreed, the parties will select a mediator from the CPR Panels of Distinguished
Neutrals.  Notwithstanding the provisions of this clause, either Party
may seek from any court having jurisdiction hereof any interim, provisional or
injunctive relief that may be necessary to protect the rights or property of any
party or maintain the status quo before, during or after the pendency of the
mediation proceeding. The institution and maintenance of any judicial action or
proceeding for any such interim, provisional or injunctive relief shall not
constitute a waiver of the right or obligation of either Party to submit the
dispute to negotiation and mediation as described above, including any claims or
disputes arising from the exercise of such interim, provisional or injunctive
relief.  If the dispute has not been resolved by mediation as provided
herein within ninety (90) Days of the initiation of the above procedures, either
party may initiate litigation upon thirty (30) Days’ written notice to the other
party; provided, however, that if one party has requested the other to
participate in any of the above non-binding procedures and the other has failed
to participate, the requesting party may initiate litigation before expiration
of the above period.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                     

                  	
                    PAGE
      15

                  


          

        

      

       

    

    
      	
              L.

            	
              MISCELLANEOUS

            


    

     

    
      	
               
      

            	
              L.1

            	
              New Requirements of
      Interconnecting Pipeline(s). LMM may from time to time become
      subject to new requirements imposed by the Interconnecting
      Pipeline(s).  LMM shall provide written notice to Shipper of any
      such new requirements.  Except as provided in Section C.1,
      above, thereafter, Shipper shall comply with such new requirements or LMM
      may suspend or terminate this Agreement.  In addition, Shipper
      shall release, indemnify, and defend LMM from any claims resulting from
      Shipper’s failure to comply with such new
  requirements.

            


    

     

    
      	
               
      

            	
              L.2

            	
              Governing Law/Jury
      Waiver.  This Agreement shall be interpreted, construed,
      and governed by the laws of the State of New York, without regard to
      choice of law principles thereof.  The parties hereby waive any
      right to a jury trial before any court having jurisdiction
      hereunder.

            


    

     

    
      	
               
      

            	
              L.3

            	
              Severability.  Should
      any part of this Agreement be found to be unenforceable or be required to
      be modified by a court or governmental authority, then only that part of
      this Agreement shall be affected.  The remainder of this
      Agreement shall remain in force and unmodified.  If the absence
      or modification of the affected part of this Agreement substantially
      deprives either party of the economic benefit of this Agreement, the
      parties shall negotiate reasonable and enforceable provisions to restore
      the economic benefit to the party so deprived consistent with the intent
      originally reflected in this
Agreement.

            


    

     

    
      	
               
      

            	
              L.4

            	
              Waiver.  A
      waiver by either party of any one or more defaults by the other party
      shall not operate as a waiver of any future default(s), whether of a like
      or different character.

            


    

     

    
      	
               
      

            	
              L.5

            	
              Audit.  The
      parties shall each preserve all records relating to the performance of
      this Agreement for a period of at least two (2) years, or such longer
      periods as shall be required by law, regulation, rule or
      order.  During such period, each party, or its designated
      representative, shall have access to such records of the other party upon
      reasonable notice during regular business
hours.

            


    

     

    
      	
               
      

            	
              L.6

            	
              Confidentiality and
      Non-Use.  The parties and their respective officers,
      directors, employees, agents and representatives shall (1) keep the
      terms of this Agreement and any proprietary information provided hereunder
      (including, without limitation and information relating to Shippers’ oil
      and gas acreage position, drilling schedules, or well production
      estimates, including any information provided as part of any Scoping Plan
      or Drilling Plan) (collectively, the “Confidential
      Information”) confidential whether or not such Confidential
      Information is marked “confidential” and (2) without the prior
      written consent of the other parties, which may be withheld in any party’s
      sole discretion, refrain from using any Confidential Information for any
      purpose other than the fulfillment of each party’s contractual obligations
      under this Gathering Agreement.  However, either party may
      disclose Confidential Information to the following persons or entities in
      the following circumstances:

            


    

     

    
      	
               
      

            	
              (a)

            	
              To
      financial institutions requiring such disclosure as a condition precedent
      to making or renewing a loan or independent certified public accountants
      for purposes of obtaining a financial audit; provided, however, that LMM
      shall first obtain the consent of Shipper prior to providing any
      Confidential Information, and that such financial institutions or
      accountants have agreed in writing to keep the Confidential Information
      confidential; provided, however, LMM may provide the Agreement to such
      financial institutions without seeking such
  consent.

            


    

     

    
      	
               
      

            	
              (b)

            	
              To
      courts or other governmental authorities, including persons or entities to
      whom disclosure is required by such courts or other governmental
      authorities, or as otherwise required by law, regulation, rule, order or
      stock exchange listing standard; provided, however, that the party making
      such disclosure shall use its best efforts to obtain a protective order or
      other reliable assurance that confidential treatment will be accorded the
      Confidential Information.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                     

                  	
                    PAGE
      16

                  


          

        

      

       

    

    
      	
               
      

            	
              (c)

            	
              To
      prospective purchasers of an interest in a party or a parties’ assets,
      subject to such prospective purchaser being bound by a nondisclosure
      agreement. provided, however, that LMM shall first obtain the consent of
      Shipper prior to providing any Confidential Information to a prospective
      purchaser, and that such prospective purchasers have agreed in writing to
      keep the Confidential Information confidential; provided, however, LMM may
      provide the Agreement to such prospective purchasers without seeking such
      consent.

            


    

    


    Except as
provided above, under no circumstances shall the terms of this Agreement be
disclosed to any other third party, including any newspaper, magazine or other
publication, without the prior written consent of the other party.

     

    
      	
               
      

            	
              L.7

            	
              Intentionally
      Deleted

            


    

     

    
      	
               
      

            	
              L.8

            	
              Intentionally
      Deleted

            


    

     

    
      	
               
      

            	
              L.9

            	
              No Third Party
      Beneficiaries.  It is the intent of the parties that no
      person or entity besides LMM, its principals, each of the Shippers and
      their respective successors and permitted assigns shall be entitled to
      enforce any provision of this Agreement and that the covenants and
      obligations set forth in this Agreement are solely for the benefit of
      (a) LMM, (b) each Shipper and their respective working interest
      partners, and (c) the respective successors and permitted assigns of
      each of the persons and entities described in the foregoing clauses (a)
      and (b).

            


    

     

    
      	
               
      

            	
              L.10

            	
              Amendment.  Except
      as expressly provided otherwise in this Agreement, no amendment of this
      Agreement shall be binding unless in writing and signed by the
      parties.

            


    

     

    
      	
               
      

            	
              L.11

            	
              Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which
      when so executed and delivered shall be an original, and such counterparts
      together shall constitute one
instrument.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	
                      GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                       

                    


            

          

        

      

      
EXHIBIT
“B”

    

    to
the

    GAS
GATHERING AGREEMENT

    For
Natural Gas on the

    Expansion
Gathering System

    DATED
AS OF JUNE 1, 2009

    between

    LAUREL
MOUNTAIN MIDSTREAM, LLC

    and

    ATLAS
AMERICA, LLC

    ATLAS
ENERGY RESOURCES, LLC

    ATLAS
ENERGY OPERATING COMPANY, LLC

    ATLAS
NOBLE LLC

    RESOURCE
ENERGY LLC

    VIKING
RESOURCES, LLC

    ATLAS
PIPELINE PARTNERS, L.P.

    ATLAS
PIPELINE OPERATING PARTNERSHIP, LP

     

    AREA OF
INTEREST

     

    The
following counties:

    


    The
following counties, collectively known

    as the
“Ohio Area of
Interest”:    ***


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	
                        GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                         

                      


              

            

          

        

         

      

    

    EXHIBIT
“C”

    to
the

    GAS
GATHERING AGREEMENT

    For
Natural Gas on the

    Expansion
Gathering System

    DATED
AS OF JUNE 1, 2009

    between

    LAUREL
MOUNTAIN MIDSTREAM, LLC

    and

    ATLAS
AMERICA, LLC

    ATLAS
ENERGY RESOURCES, LLC

    ATLAS
ENERGY OPERATING COMPANY, LLC

    ATLAS
NOBLE LLC

    RESOURCE
ENERGY LLC

    VIKING
RESOURCES, LLC

    ATLAS
PIPELINE PARTNERS, L.P.

    ATLAS
PIPELINE OPERATING PARTNERSHIP, LP

     

    SHIPPER’S EXISTING WELL
INTERESTS

     

    [remainder
of page intentionally left blank; schedule

    of
Shipper’s Existing Well Interests begins on following page]

    


    ***  [872
pages redacted]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	
                        GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                         

                      


              

            

          

        

         

      

    

    EXHIBIT
“D”

    to
the

    GAS
GATHERING AGREEMENT

    For
Natural Gas on the

    Expansion
Gathering System

    DATED
AS OF JUNE 1, 2009

    between

    LAUREL
MOUNTAIN MIDSTREAM, LLC

    and

    ATLAS
AMERICA, LLC

    ATLAS
ENERGY RESOURCES, LLC

    ATLAS
ENERGY OPERATING COMPANY, LLC

    ATLAS
NOBLE LLC

    RESOURCE
ENERGY LLC

    VIKING
RESOURCES, LLC

    ATLAS
PIPELINE PARTNERS, L.P.

    ATLAS
PIPELINE OPERATING PARTNERSHIP, LP

     

    DELIVERY
POINTS

     

    None.

     

    [Delivery
Points to be added as system is developed]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	
                        GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                         

                      


              

            

          

        

         

        EXHIBIT
“E”

      

    

    to
the

    GAS
GATHERING AGREEMENT

    For
Natural Gas on the

    Expansion
Gathering System

    DATED
AS OF JUNE 1, 2009

    between

    LAUREL
MOUNTAIN MIDSTREAM, LLC

    and

    ATLAS
AMERICA, LLC

    ATLAS
ENERGY RESOURCES, LLC

    ATLAS
ENERGY OPERATING COMPANY, LLC

    ATLAS
NOBLE LLC

    RESOURCE
ENERGY LLC

    VIKING
RESOURCES, LLC

    ATLAS
PIPELINE PARTNERS, L.P.

    ATLAS
PIPELINE OPERATING PARTNERSHIP, LP

     

    I.  MDQ

     

    [NOTE:  We
anticipate a separate MDQ for each Project in the Expansion Gathering
System.]

     

     

    II.  GATHERING FEE
FOR SHIPPERS’ GAS

     

    The
Gathering Fee for Gathering Shipper’s Gas under this Agreement shall be the
greater of thirty-five cents ($0.35) or sixteen percent (16%) of the Gross Sale
Price for each Mcf of Gas, as measured at the Delivery Point following deduction
for Gathering Fuel, with no surcharges or fees.

     

    The
Reduced Fee, where applicable in this Agreement, is the greater of *** ($***) or
*** percent (***%) of the Gross Sale Price for each Mcf of Gas, as measured at
the Delivery Point following deduction for Gathering Fuel, with no surcharges or
fees.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	
                        GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                         

                      


              

            

          

        

         

      

    

    EXHIBIT
“F”

    to
the

    GAS
GATHERING AGREEMENT

    For
Natural Gas on the

    Expansion
Gathering System

    DATED
AS OF JUNE 1, 2009

    between

    LAUREL
MOUNTAIN MIDSTREAM, LLC

    and

    ATLAS
AMERICA, LLC

    ATLAS
ENERGY RESOURCES, LLC

    ATLAS
ENERGY OPERATING COMPANY, LLC

    ATLAS
NOBLE LLC

    RESOURCE
ENERGY LLC

    VIKING
RESOURCES, LLC

    ATLAS
PIPELINE PARTNERS, L.P.

    ATLAS
PIPELINE OPERATING PARTNERSHIP, LP

     

    EXCLUDED
INTERESTS

     

    [remainder
of page intentionally left blank; schedule

    of
Excluded Interests begins on following page]

     

    ***  [90
pages redacted]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                     

                  	
                    PAGE
      1

                  


          

        

      

       

    

    EXHIBIT
“G”

    to
the

    GAS
GATHERING AGREEMENT

    For
Natural Gas on the

    Expansion
Gathering System

    DATED
AS OF JUNE 1, 2009

    between

    LAUREL
MOUNTAIN MIDSTREAM, LLC

    and

    ATLAS
AMERICA, LLC

    ATLAS
ENERGY RESOURCES, LLC

    ATLAS
ENERGY OPERATING COMPANY, LLC

    ATLAS
NOBLE LLC

    RESOURCE
ENERGY LLC

    VIKING
RESOURCES, LLC

    ATLAS
PIPELINE PARTNERS, L.P.

    ATLAS
PIPELINE OPERATING PARTNERSHIP, LP

     

    MEMORANDUM OF CONTRACT
FORM

     

    MEMORANDUM
OF AGREEMENT

     

    
      
        
          	
                  THE
      COMMONWEALTH OF PENNSYLVANIA

                	
                  §

                
	 
      	
                  §

                
	
                  COUNTY
      OF _________________

                	
                  §

                


        

      

    

     

    This
Memorandum of Agreement (“Memorandum”) is entered into
effective as of ________________, 2009, by and between LAUREL MOUNTAIN
MIDSTREAM, LLC, a Delaware limited liability company (“LMM”), and ATLAS ENERGY
RESOURCES, LLC,  a Delaware limited liability company, and ATLAS
ENERGY OPERATING COMPANY, LLC., a Delaware limited liability company, and ATLAS
AMERICA, LLC, a Pennsylvania limited liability company, and ATLAS NOBLE, LLC a
Delaware limited liability company, and RESOURCE ENERGY LLC, a Delaware limited
liability company, and VIKING RESOURCES, LLC, a Pennsylvania limited liability
company,(“Shippers”).  Capitalized
terms used but not defined herein shall have the meaning given to them in that
certain Gas Gathering Agreement dated effective as of ____________, 2009, by and
between LMM and Shippers (the “Agreement”).

     

    
      	
              1.

            	
              Pursuant
      to the Agreement, Shipper has agreed to dedicate and deliver for gathering
      and transportation by LMM certain gas volume owned or controlled by
      Shipper lawfully produced from wells now or hereafter drilled on the lands
      within an Area of
      Interest as more fully described in the
  Agreement.

            


    

     

    
      	
              2.

            	
              Term.  The
      Agreement is effective as of _____________, 2009 and, subject to the other
      provisions thereof, shall continue in full force and effect through the
      later of (a) for so long as Gas is produced from any well
      on  Shippers’ interests in economic quantities without a lapse
      of more than ninety (90) Days, (b) as long as Gas which is acquired
      subsequent to the Effective Date of the Agreement is produced from either
      Existing Wells or Future Wells, as each are defined in the Agreement; or
      so long as Shippers own reserves within the Area of
    Interest.

            


    

     

    
      	
              3.

            	
              Notice.  The
      addresses of the parties are as
follows:

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Shippers:

                                          	 
      	 
      	
                                            LMM:

                                          	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            Attn:

                                          	 
      	 
      	 
      	
                                            Attn:

                                          	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                     

                  	
                    PAGE
      2

                  


          

        

      

       

    

    
      	
              4.

            	
              Miscellaneous.  This
      Memorandum in no way modifies or amends the terms and provisions of the
      Agreement.  This Memorandum is executed solely for the purpose
      of providing record notice of the Agreement and is to be recorded in the
      real property records of the respective counties in the Area of
      Interest.  This Memorandum may be executed in separate
      counterparts, all of which shall together constitute one and the same
      instrument.  The terms of this Memorandum may only be modified
      or amended by an instrument in writing, fully executed by LMM and
      Shippers.

            


    

     

    IN
WITNESS WHEREOF, the undersigned have each caused this Memorandum to be duly
executed as of the date shown on the acknowledgments set forth below with the
intention that they will be delivered and effective as of the Day and year first
above written.

     

    
      
        	
                SHIPPERS:

              	
                LAUREL
      MOUNTAIN MIDSTREAM, LLC:

              
	
                ATLAS
      ENERGY RESOURCES, LLC

              	 
      
	
                ATLAS
      ENERGY OPERATING COMPANY, LLC

              	
                LAUREL
      MOUNTAIN MIDSTREAM, LLC,
      a Delaware limited liability company

              
	
                ATLAS
      AMERICA, LLC

              	 
      
	
                ATLAS
      NOBLE LLC

              	
                By:

              	 
      
	
                RESOURCE
      ENERGY LLC

              	
                Name:

              	 
      
	
                VIKING
      RESOURCES, LLC

              	
                Title:

              	 
      
	
                ATLAS
      PIPELINE PARTNERS, L.P.

              	 
      
	
                ATLAS
      PIPELINE OPERATING PARTNERSHIP, LP

              	 
      


      

    

    


    
      
        	
                By:

              	 
      	 
      
	
                Name:

              	 
      	 
      
	
                Title:

              	 
      	 
      


      

    

    


    
      
        
          	
                  THE
      COMMONWEALTH OF PENNSYLVANIA

                	
                  §

                
	 
      	
                  §

                
	
                  COUNTY
      OF _____________

                	
                  §

                


        

      

    

    


    This
instrument was acknowledged before me on the _____________ day of
_____________, 2009, by ___________________, ___________________ of all
Shippers, on behalf of said entities.

    


    
      
        	 
      	 
      
	 
      	
                Notary
      Public in and for

              
	 
      	
                The
      State of ____________________

              
	 
      	 
      
	 
      	
                My
      Commission Expires:
____________________

              


      

    

    


    
      
        
          	
                  THE
      STATE OF OKLAHOMA

                	
                  §

                
	 
      	
                  §

                
	
                  COUNTY
      OF TULSA

                	
                  §

                


        

      

    

    


    This
instrument was acknowledged before me on the _____________ day of
_______________, 2009, by __________________, _________________ of LAUREL
MOUNTAIN MIDSTREAM, LLC, on behalf of said limited liability
company.

    


    
      
        
          	 
      	 
      
	 
      	
                  Notary
      Public in and for

                
	 
      	
                  The
      State of ____________________

                
	 
      	 
      
	 
      	
                  My
      Commission Expires:
____________________

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  	
                          GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                           

                        


                

              

            

          

        

      

    

     

    EXHIBIT
“H”

    to
the

    GAS
GATHERING AGREEMENT

    For
Natural Gas on the

    Expansion
Gathering System

    DATED
AS OF JUNE 1, 2009

    between

    LAUREL
MOUNTAIN MIDSTREAM, LLC

    and

    ATLAS
AMERICA, LLC

    ATLAS
ENERGY RESOURCES, LLC

    ATLAS
ENERGY OPERATING COMPANY, LLC

    ATLAS
NOBLE LLC

    RESOURCE
ENERGY LLC

    VIKING
RESOURCES, LLC

    ATLAS
PIPELINE PARTNERS, L.P.

    ATLAS
PIPELINE OPERATING PARTNERSHIP, LP

     

    CRITERIA FOR DETERMINING “A
CHANGE IN THE ECONOMICS OF THE PROJECT”

    


    ***

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            
              
                
                  	
                          GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                           

                        


                

              

            

          

        

      

    

     

    EXHIBIT
“I-1”

    to
the

    GAS
GATHERING AGREEMENT

    For
Natural Gas on the

    Expansion
Gathering System

    DATED
AS OF JUNE 1, 2009

    between

    LAUREL
MOUNTAIN MIDSTREAM, LLC

    and

    ATLAS
AMERICA, LLC

    ATLAS
ENERGY RESOURCES, LLC

    ATLAS
ENERGY OPERATING COMPANY, LLC

    ATLAS
NOBLE LLC

    RESOURCE
ENERGY LLC

    VIKING
RESOURCES, LLC

    ATLAS
PIPELINE PARTNERS, L.P.

    ATLAS
PIPELINE OPERATING PARTNERSHIP, LP

     

    DRILLING
PLAN

     

    [remainder
of page intentionally left blank; schedule

    of
Drilling Plan begins on following page]

     

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pages redacted]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  	
                          GAS
      GATHERING AGREEMENT (EXPANSION SYSTEM)

                           

                        


                

              

            

          

        

      

    

     

    EXHIBIT
“I-2”

    to
the

    GAS
GATHERING AGREEMENT

    For
Natural Gas on the

    Expansion
Gathering System

    DATED
AS OF JUNE 1, 2009

    between

    LAUREL
MOUNTAIN MIDSTREAM, LLC

    and

    ATLAS
AMERICA, LLC

    ATLAS
ENERGY RESOURCES, LLC

    ATLAS
ENERGY OPERATING COMPANY, LLC

    ATLAS
NOBLE LLC

    RESOURCE
ENERGY LLC

    VIKING
RESOURCES, LLC

    ATLAS
PIPELINE PARTNERS, L.P.

    ATLAS
PIPELINE OPERATING PARTNERSHIP, LP

     

    INITIAL CONNECTION
PLAN

     

    [remainder
of page intentionally left blank; schedule

    of
Initial Connection Plan begins on following page]

     

    ***  [4
pages redacted]