ATLAS PIPELINE PARTNERS LP
EXHIBIT 10.4
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<TYPE>EX-10
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<FILENAME>ex10-4.txt
<DESCRIPTION>EXHIBIT 10.4
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                                                                  Execution Copy



                                CREDIT AGREEMENT
                          Dated as of December 27, 2002

                                      Among

                          ATLAS PIPELINE PARTNERS, L.P.
                                   as Borrower
                         ATLAS PIPELINE PARTNERS GP, LLC
                          ATLAS PIPELINE NEW YORK, LLC
                            ATLAS PIPELINE OHIO, LLC
                        ATLAS PIPELINE PENNSYLVANIA, LLC
                   ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
                                  as Guarantors

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

                                       And

                          THE LENDERS SIGNATORY HERETO
               $7,500,000 Senior Secured Revolving Credit Facility

                            WACHOVIA SECURITIES, INC.
                                as Lead Arranger



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<TABLE>
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                                                   TABLE OF CONTENTS

                                                                                                           Page
                                                                                                           ----
<S>                   <C>                                                                                  <C>
ARTICLE I Definitions and Accounting Matters.................................................................2

     Section 1.01     Terms Defined Above....................................................................2
     Section 1.02     Certain Defined Terms..................................................................2
     Section 1.03     Accounting Terms and Determinations...................................................14

ARTICLE II Commitments......................................................................................14

     Section 2.01     Loans and Letters of Credit...........................................................14
     Section 2.02     Borrowings, Continuations and Conversions, Letters of Credit..........................15
     Section 2.03     Changes of Commitments................................................................17
     Section 2.04     Fees..................................................................................17
     Section 2.05     Several Obligations...................................................................18
     Section 2.06     Notes.................................................................................18
     Section 2.07     Prepayments...........................................................................18
     Section 2.08     Reserved..............................................................................18
     Section 2.09     Assumption of Risks...................................................................19
     Section 2.10     Obligation to Reimburse and to Prepay.................................................19
     Section 2.11     Lending Offices.......................................................................21
     Section 2.12     Increase in Aggregate Maximum Revolving Credit Amount.................................21

ARTICLE III Payments of Principal and Interest..............................................................21

     Section 3.01     Repayment of Loans....................................................................21
     Section 3.02     Interest..............................................................................21

ARTICLE IV Payments; Pro Rata Treatment; Computations; Etc..................................................22

     Section 4.01     Payments..............................................................................22
     Section 4.02     Pro Rata Treatment....................................................................22
     Section 4.03     Computations..........................................................................23
     Section 4.04     Non-receipt of Funds by the Administrative Agent......................................23
     Section 4.05     Set-off, Sharing of Payments, Etc.....................................................23
     Section 4.06     Taxes.................................................................................24

ARTICLE V Capital Adequacy..................................................................................27

     Section 5.01     Additional Costs......................................................................27
     Section 5.02     Limitation on LIBOR Loans.............................................................28
     Section 5.03     Illegality............................................................................28
     Section 5.04     Base Rate Loans Pursuant to Sections 5.01, 5.02 and 5.03..............................29
     Section 5.05     Compensation..........................................................................29



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                                      i


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<S>                   <C>                                                                                  <C>
ARTICLE VI Conditions Precedent.............................................................................29

     Section 6.01     Initial Funding.......................................................................29
     Section 6.02     Initial and Subsequent Loans and Letters of Credit....................................31
     Section 6.03     Conditions Precedent for the Benefit of Lenders.......................................31
     Section 6.04     No Waiver.............................................................................31

ARTICLE VII Representations and Warranties..................................................................32

     Section 7.01     Corporate Existence...................................................................32
     Section 7.02     Financial Condition...................................................................32
     Section 7.03     Litigation............................................................................32
     Section 7.04     No Breach.............................................................................32
     Section 7.05     Authority.............................................................................33
     Section 7.06     Approvals.............................................................................33
     Section 7.07     Use of Loans..........................................................................33
     Section 7.08     ERISA.................................................................................33
     Section 7.09     Taxes.................................................................................34
     Section 7.10     Titles, etc...........................................................................34
     Section 7.11     No Material Misstatements.............................................................35
     Section 7.12     Investment Company Act................................................................35
     Section 7.13     Public Utility Holding Company Act....................................................35
     Section 7.14     Operation of the Pipeline.............................................................35
     Section 7.15     Capitalization of Subsidiaries........................................................35
     Section 7.16     Location of Business and Offices......................................................36
     Section 7.17     Defaults..............................................................................36
     Section 7.18     Environmental Matters.................................................................36
     Section 7.19     Compliance with the Law...............................................................37
     Section 7.20     Insurance.............................................................................37
     Section 7.21     Hedging Agreements....................................................................37
     Section 7.22     Restriction on Liens..................................................................37
     Section 7.23     Material Agreements...................................................................37
     Section 7.24     Take or Pay...........................................................................38
     Section 7.25     Relationship of Obligors..............................................................38
     Section 7.26     Solvency..............................................................................38

ARTICLE VIII Affirmative Covenants..........................................................................38

     Section 8.01     Reporting Requirements................................................................38
     Section 8.02     Litigation............................................................................40
     Section 8.03     Maintenance, Etc......................................................................40
     Section 8.04     Environmental Matters.................................................................41
     Section 8.05     Further Assurances....................................................................42
     Section 8.06     Performance of Obligations............................................................42
     Section 8.07     Reserve Reports.......................................................................42
     Section 8.08     Title Curative........................................................................43
     Section 8.09     Additional Collateral.................................................................43
     Section 8.10     Corporate Identity....................................................................44
     Section 8.11     ERISA Information and Compliance......................................................45
     Section 8.12     Material Agreements...................................................................45
     Section 8.13     Guaranties............................................................................45

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<S>                   <C>                                                                                  <C>
ARTICLE IX Negative Covenants...............................................................................45

     Section 9.01     Debt..................................................................................45
     Section 9.02     Liens.................................................................................46
     Section 9.03     Investments, Loans and Advances.......................................................47
     Section 9.04     Dividends, Distributions and Redemptions..............................................47
     Section 9.05     Sales and Leasebacks..................................................................48
     Section 9.06     Nature of Business....................................................................48
     Section 9.07     Hedging Agreements....................................................................48
     Section 9.08     Limitation on Leases..................................................................48
     Section 9.09     Mergers, Etc..........................................................................49
     Section 9.10     Proceeds of Notes and Letters of Credit...............................................49
     Section 9.11     ERISA Compliance......................................................................49
     Section 9.12     Sale or Discount of Receivables.......................................................49
     Section 9.13     EBITDA to Consolidated Interest Expense...............................................49
     Section 9.14     Consolidated Funded Debt to EBITDA....................................................49
     Section 9.15     Tangible Net Worth....................................................................49
     Section 9.16     Disposition of Pipeline Properties....................................................49
     Section 9.17     Environmental Matters.................................................................50
     Section 9.18     Transactions with Affiliates..........................................................50
     Section 9.19     MLP Letter of Credit..................................................................50
     Section 9.20     Subsidiaries..........................................................................50
     Section 9.21     Negative Pledge Agreements............................................................50
     Section 9.22     Take-or-Pay or Other Prepayments......................................................50
     Section 9.23     Amendments to Material Agreements.....................................................50
     Section 9.24     Accounting Changes....................................................................51

ARTICLE X Events of Default; Remedies.......................................................................51

     Section 10.01    Events of Default.....................................................................51
     Section 10.02    Remedies..............................................................................52
     Section 10.03    Gathering Fees; Distributions.........................................................53

ARTICLE XI The Administrative Agent.........................................................................54

     Section 11.01    Appointment, Powers and Immunities....................................................54
     Section 11.02    Reliance by Administrative Agent......................................................55
     Section 11.03    Defaults..............................................................................55
     Section 11.04    Rights as a Lender....................................................................55
     Section 11.05    Indemnification.......................................................................55
     Section 11.06    Non-Reliance on Administrative Agent and other Lenders................................55
     Section 11.07    Action by Administrative Agent........................................................56
     Section 11.08    Resignation or Removal of Administrative Agent........................................56

ARTICLE XII Miscellaneous...................................................................................57

     Section 12.01    Waiver................................................................................57
     Section 12.02    Notices...............................................................................57
     Section 12.03    Payment of Expenses, Indemnities, etc.................................................57
     Section 12.04    Amendments, Etc.......................................................................59
     Section 12.05    Successors and Assigns................................................................59
     Section 12.06    Assignments and Participations........................................................59
     Section 12.07    Invalidity............................................................................61

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<S>                   <C>                                                                                  <C>
     Section 12.08    Counterparts..........................................................................61
     Section 12.09    References, Use of Word "Including"...................................................61
     Section 12.10    Survival..............................................................................61
     Section 12.11    Captions..............................................................................61
     Section 12.12    NO ORAL AGREEMENTS....................................................................61
     Section 12.13    GOVERNING LAW, SUBMISSION TO JURISDICTION.............................................62
     Section 12.14    Interest..............................................................................63
     Section 12.15    Confidentiality.......................................................................64



Annex I           List of Percentage Shares, Maximum Revolving Credit Amounts

Exhibits
--------

Exhibit A             Form of Note
Exhibit B             Form of Borrowing, Continuation and Conversion Request
Exhibit C             Form of Compliance Certificate
Exhibit D             Security Instruments
Exhibit E             Form of Assignment Agreement
Exhibit F             Form of Consent to Assignment
Exhibit G-1           Form of Guaranty of Subsidiary
Exhibit G-2           Form of Guaranty of General Partner

Schedules
---------

Schedule 7.03         Litigation
Schedule 7.15         Subsidiary Interests
Schedule 7.20         Insurance
Schedule 7.21         Hedging Agreements
Schedule 7.23         Material Agreements
Schedule 9.01         Debt

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         THIS CREDIT AGREEMENT dated as of December 27, 2002, among ATLAS
PIPELINE PARTNERS, L.P., a Delaware limited partnership (the "Borrower"); ATLAS
PIPELINE PARTNERS GP, LLC, a Delaware limited liability company ("General
Partner"); ATLAS PIPELINE NEW YORK, LLC, a Pennsylvania limited liability
company ("APL New York"); ATLAS PIPELINE OHIO, LLC, a Pennsylvania limited
liability company ("APL Ohio"), ATLAS PIPELINE PENNSYLVANIA, LLC, a Pennsylvania
limited liability company ("APL Pennsylvania"), and ATLAS PIPELINE OPERATING
PARTNERSHIP, L.P., a Delaware limited partnership ("APL Operating," together
with General Partner, APL New York, APL Ohio and APL Pennsylvania, collectively,
the "Guarantors" and the Borrower and the Guarantors collectively, the
"Obligors"); each of the lenders that is a signatory hereto or which becomes a
signatory hereto as provided in Section 12.06 (individually, together with its
successors and assigns, a "Lender" and, collectively, the "Lenders"); WACHOVIA
BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such
capacity, together with its successors in such capacity the "Administrative
Agent") and WACHOVIA BANK, NATIONAL ASSOCIATION, as issuing bank (in such
capacity, together with its successors in such capacity, the "Issuing Bank").

                                 R E C I T A L S

         A. PNC BANK, NATIONAL ASSOCIATION as the agent, issuing bank and a
lender ("PNC"), the Borrower and the lenders thereto a party (the "Prior
Lenders") are parties to that certain Loan Agreement dated as of October 26,
2000, as amended (the "Prior Credit Agreement"), pursuant to which the Prior
Lenders agreed to make loans to and extensions of credit to the Borrower, as
evidenced by promissory notes of the Borrower in favor of the Prior Lenders
issued pursuant to the Prior Credit Agreement, (which promissory notes and other
indebtedness, obligations and liabilities under the Prior Credit Agreement are
herein collectively, the "Prior Debt").

         B. The Prior Lenders and PNC as agent, on behalf of the Prior Lenders,
and the Administrative Agent have executed that certain Assignment of Notes,
Documents and Liens dated as of even date herewith ("Assignment of Notes,
Documents and Liens"), pursuant to which, with the consent of the Borrower, PNC,
as agent for the Prior Lenders, and the Prior Lenders have assigned to the
Lenders all of their rights, titles and interests in and to the Prior Credit
Agreement, the promissory notes executed thereunder and such guarantees and
certain other loan documents, and assigned to the Administrative Agent for the
benefit of the Lenders such security documents and the liens and security
interests securing the Prior Debt.

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

         D. The Administrative Agent and the Lenders have agreed to amend,
extend and rearrange the Prior Debt, restate the Prior Credit Agreement and to
make loans and extensions of credit subject to the terms and conditions of this
Agreement.

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




                                       1
<PAGE>


                                   ARTICLE I
                       Definitions and Accounting Matters

Section 1.01      Terms Defined Above

         As used in this Agreement, the terms "Administrative Agent," "APL New
York," "APL Ohio," "APL Pennsylvania," "APL Operating," "Assignment of Notes,
Documents and Liens," "Borrower," "General Partner," "Guarantors," "Issuing
Bank," "Lender," "Lenders," "Obligors," "PNC," "Prior Credit Agreement," "Prior
Debt," and "Prior Lenders," shall have the meanings indicated above.

Section 1.02      Certain Defined Terms

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

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

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

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

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

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

         Aggregate Maximum Revolving Credit Amount at any time shall equal the
sum of the Maximum Revolving Credit Amounts of the Lenders ($7,500,000), as the
same may be reduced pursuant to Section 2.03(a) or increased pursuant to Section
2.12.

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

         Applicable Margin shall mean the applicable per annum percentage set
forth at the appropriate intersection in the table shown below, based on the
Leverage Ratio as in effect from time to time:




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--------------------------------------------------------------------------------
             Leverage Ratio                      Applicable Margin
--------------------------------------------------------------------------------
                                       LIBOR Loans             Base Rate Loans
--------------------------------------------------------------------------------
                                         L/C Fees
--------------------------------------------------------------------------------
Less than or equal to 1.5                  1.50%                    0.00%
--------------------------------------------------------------------------------
Greater than 1.5,                          1.75%                    0.25%
but less than or equal to 2.5
--------------------------------------------------------------------------------
Greater than 2.5                           2.00%                    0.50%
--------------------------------------------------------------------------------

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

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

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

         Atlas Direct Subsidiaries shall mean AIC, INC., a Delaware corporation
("AIC"); ATLAS AMERICA, INC., a Pennsylvania corporation ("Atlas PA"); ATLAS
ENERGY CORPORATION, an Ohio corporation ("AEC"); ATLAS ENERGY GROUP, INC., an
Ohio Corporation ("Atlas Energy"); ATLAS ENERGY HOLDINGS, INC., a Delaware
corporation ("Atlas Holdings"), ATLAS NOBLE CORP., a Delaware corporation
("Atlas Noble"); ATLAS RESOURCES, INC., A Pennsylvania corporation ("Atlas
Resources"); REI; and Viking.

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

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

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

         Change in Control shall mean (i) any person or group of persons (within
the meaning of Subsections 13(d) or 14(a) of the Securities Exchange Act of
1934, as amended) shall have acquired subsequent to the date hereof beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the Securities and
Exchange Commission under said Act) 25% or more of the voting common units of
the Borrower; (ii) within a period of twelve (12) consecutive calendar months,
individuals who were managing board members of the General Partner on the first
day of such period shall cease to constitute a majority of the managing board
members of the General Partner or (iii) the occurrence of any of the following:

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


                                       3
<PAGE>

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

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

                  (d) all of the rights to payment associated with the general
         partner interests of the Borrower and APL Operating are not pledged to
         the Administrative Agent for the benefit of the Lenders; or

                  (e) Atlas and/or one or more of its directly or indirectly
         wholly-owned subsidiaries ceases to own 100% of the membership units of
         the General Partner.

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

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

         Commitment shall mean for any Lender, its Revolving Credit Commitment.

         Consent to Assignment shall mean each Consent to Assignment dated as of
even date herewith, by and between Borrower and each of Atlas, Viking, REI, and
Administrative Agent substantially in the form of Exhibit F hereto.

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

         Consolidated Interest Expense shall mean with respect to such Person
and its Consolidated Subsidiaries, for any period, the aggregate cash interest
payments made for such Person and its Consolidated Subsidiaries on a
consolidated basis for such period.

         Consolidated Net Income shall mean with respect to such Person and its
Consolidated Subsidiaries, for any period, the aggregate of the net income (or
loss) of such Person and its Consolidated Subsidiaries after allowances for
taxes for such period, determined on a consolidated basis in accordance with



                                       4
<PAGE>

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

         Consolidated Subsidiaries shall mean each Subsidiary of a Person
(whether now existing or hereafter created or acquired) the financial statements
of which shall be (or should have been) consolidated with the financial
statements of such Person in accordance with GAAP.

         Consolidated Tangible Net Worth shall mean with respect to a Person at
any time, (i) the consolidated assets of such Person and its Consolidated
Subsidiaries including all items which should be classified as assets on the
consolidated financial statements of such Person and its Consolidated
Subsidiaries, but excluding the amount of goodwill, patents, trademarks, service
marks, tradenames, copyright and organization expenses (to the extent reflected
in determining consolidated assets of such Person and its Consolidated
Subsidiaries) less (ii) all items which should be classified as liabilities on
the consolidated financial statements of such Person and its Consolidated
Subsidiaries.

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




                                       5
<PAGE>

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

         Distribution Support Agreement shall mean the Distribution Support
Agreement dated February 2, 2000, by and among Borrower, the General Partner,
Atlas, Viking, and REI.

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

         EBITDA shall mean, for any period, the sum of Consolidated Net Income
for such period (i) plus the following expenses or charges to the extent
deducted from Consolidated Net Income in such period: interest, taxes,
depreciation, depletion, amortization and other non cash charges to Consolidated
Net Income and (ii) minus non cash credits to Consolidated Net Income.

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

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

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

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

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

         Excepted Liens shall mean: (i) Liens for taxes, assessments or other
governmental charges or levies not yet due or which are being contested in good
faith by appropriate action and for which adequate reserves have been



                                       6
<PAGE>

maintained; (ii) Liens in connection with worker's compensation, unemployment
insurance or other social security, old age pension or public liability
obligations not yet due or which are being contested in good faith by
appropriate action and for which adequate reserves have been maintained in
accordance with GAAP; (iii) vendors', carriers', warehousemen's, repairmen's,
mechanics', workmen's, materialmen's, construction or other like Liens arising
by operation of law in the ordinary course of business or incident to the
gathering, transportation, operation and maintenance of the Pipeline Properties
or statutory landlord's liens, each of which is in respect of obligations that
have not been outstanding more than 90 days or which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been
maintained in accordance with GAAP; (iv) encumbrances (other than to secure the
payment of borrowed money or the deferred purchase price of Property or
services), easements, restrictions, servitudes, permits, conditions, covenants,
exceptions or reservations in any rights of way or other Property of any Obligor
or any Subsidiary for the purpose of roads, pipelines, transmission lines,
transportation lines, distribution lines for the removal of gas, oil, or timber,
and other like purposes, or for the joint or common use of real estate, rights
of way, facilities and equipment, and defects, irregularities, zoning
restrictions and deficiencies in title of any rights of way or other Property
which in the aggregate do not materially impair the use of such rights of way or
other Property for the purposes of which such rights of way and other Property
are held by any Obligor or any Subsidiary or materially impair the value of such
Property subject thereto; (v) deposits of cash or securities to secure the
performance of bids, trade contracts, leases, statutory obligations and other
obligations of a like nature incurred in the ordinary course of business, and
(vi) Liens which do not materially interfere with the occupation, use, and
enjoyment by Borrower of the Pipeline Properties in the ordinary course of
business as presently conducted or materially impair the value thereof for the
purpose of gathering natural gas through the Pipeline.

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

         Fee Letter shall mean that certain letter agreement from Wachovia Bank,
National Association and Wachovia Securities, Inc. to the Borrower dated October
4, 2002, concerning certain fees in connection with this Agreement and any
agreements or instruments executed in connection therewith, as the same may be
amended or replaced from time to time.

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

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

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



                                       7
<PAGE>

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

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

         Guarantor shall mean each of the parties named as "Guarantors" in the
opening paragraph of this Agreement and each Subsidiary of Borrower hereafter
formed or acquired.

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

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

         Highest Lawful Rate means, as of a particular date, the highest
non-usurious rate of interest, if any, permitted from day to day by applicable
law. To the extent Texas law is applicable, the Lenders hereby notify and
disclose to the Borrower that, for purposes of Texas Finance Code ss.303.001, as
it may from time to time be amended, the "applicable ceiling" shall be the
"weekly ceiling" from time to time in effect as limited by Texas Finance Code
ss.303.009; provided, however, that to the extent permitted by applicable law,
the Lender reserves the right to change the "applicable ceiling" from time to
time by further notice and disclosure to the Borrower.

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

         Indebtedness shall mean any and all amounts owing or to be owing by the
Borrower or any Obligor to the Administrative Agent, the Issuing Bank and/or the
Lenders or any Affiliates of Lenders in connection with the Loan Documents, any
Letter of Credit Agreements, any Hedging Agreements now or hereafter arising
between the Borrower or any Obligor and the Administrative Agent, the Issuing
Bank, any Lender or its Affiliate and permitted by the terms of this Agreement,
and all renewals, extensions and/or rearrangements of any of the foregoing.

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

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

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

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

         Interest Period shall mean, with respect to any LIBOR Loan, the period
commencing on the date such LIBOR Loan is made and ending on the numerically
corresponding day in the first, second, or third calendar month thereafter, as


                                       8
<PAGE>

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

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

         LC Commitment at any time shall mean $3,000,000.

         LC Exposure at any time shall mean the difference between (i) the
aggregate face amount of all undrawn and uncancelled Letters of Credit plus (ii)
the aggregate of all amounts drawn under all Letters of Credit and not yet
reimbursed.

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

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

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

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

         Lien shall mean any interest in Property securing an obligation owed
to, or a claim by, a Person other than the owner of the Property, whether such
interest is based on the common law, statute or contract, and whether such
obligation or claim is fixed or contingent, and including but not limited to the
lien or security interest arising from a mortgage, encumbrance, pledge, security
agreement, conditional sale or trust receipt or a lease, consignment or bailment


                                       9
<PAGE>

for security purposes. The term "Lien" shall include reservations, exceptions,
encroachments, easements, rights of way, covenants, conditions, restrictions,
leases and other title exceptions and encumbrances affecting Property. For the
purposes of this Agreement, each Obligor shall be deemed to be the owner of any
Property which it has acquired or holds subject to a conditional sale agreement,
or leases under a financing lease or other arrangement pursuant to which title
to the Property has been retained by or vested in some other Person in a
transaction intended to create a financing.

         Limited Partnership Agreement shall mean that certain First Amended and
Restated Agreement of Limited Partnership of Borrower dated as of February 2,
2000, as such agreement may be amended, extended, revised or replaced from time
to time.

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

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

         MLP Letter of Credit shall mean that certain standby letter of credit
issued by Issuer for the account of Atlas and for the benefit of the Borrower in
an initial stated amount of $630,000, and having an expiration date of June 1,
2003, together with all extensions, renewals and amendments thereto and thereof.

         Majority Lenders shall mean, at any time while no Loans are
outstanding, Lenders having at least sixty-seven percent (67%) of the aggregate
Revolving Credit Commitments and, at any time while Loans are outstanding,
Lenders holding at least sixty-seven percent (67%) of the outstanding aggregate
principal amount of the Loans (without regard to any sale by a Lender of a
participation in any Loan under Section 12.06(c)).

         Master Natural Gas Agreements shall mean those agreements listed as
items 3, 4, 5, and 6 on Schedule 7.23, as such agreements may be amended,
extended, renewed or replaced from time to time.

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

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

         Maximum Revolving Credit Amount shall mean, as to each Lender, the
amount set forth opposite such Lender's name on Annex I under the caption
"Maximum Revolving Credit Amounts" (as the same may be reduced pursuant to
Section 2.03(a) pro rata to each Lender based on its Percentage Share), as
modified from time to time to reflect any assignments permitted by Section
12.06(b) or increases permitted by Section 2.12.


                                       10
<PAGE>

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

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

         Note Purchase Agreement shall mean that certain Letter Agreement dated
as of even date herewith by PNC Bank, National Association, Administrative
Agent, and the Obligors.

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

         Obligor shall mean each of the parties named "Obligors" in the opening
paragraph of this Agreement and each additional Person party to a Guaranty.

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

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

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

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

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

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

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

         Pipeline shall mean the natural gas gathering system and related
facilities now owned and operated as private use gathering systems by the
Obligors located in the states of New York, Ohio and Pennsylvania and all
additions thereto.

         Pipeline Properties shall mean all Property now or hereafter acquired
related to the Pipelines including all buildings, structures, fuel separators,
liquid extraction plants, compressors, compressor stations, pipeline
interconnections, fee lands, pumps, pumping units, field gathering systems,
pipes and pipelines, tanks and tank batteries, fixtures, valves, fittings,
machinery and parts, engines, boilers, meters, SCADA systems and software,
apparatus, equipment, appliances, tools, implements, surface leases,
rights-of-way, permits, licenses, crossing permits, easements and servitudes;
all operating agreements, gathering agreements, processing agreements, contracts
and other agreements which relate to any of the Pipelines or the gathering,
transmission, exchange or processing of Hydrocarbons through the Pipeline; all
Hydrocarbons used as linefill or pad gas in the Pipeline, and all tariffs,
rents, issues, profits, proceeds, revenues and other incomes from or
attributable to the Pipeline; all Property, real or personal, now owned or



                                       11
<PAGE>

hereinafter acquired and situated upon, used, held for use or useful in
connection with the Pipeline (excluding automotive equipment or other personal
property which may be on such premises for the purpose of constructing the
Pipeline or for other similar temporary uses), together with all additions,
substitutions, replacements, accessions and attachments to any and all of the
foregoing.

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

         Post-Default Rate shall mean, in respect of any principal of any Loan
or any other amount payable by the Borrower under this Agreement or any other
Loan Document, a rate per annum equal to two percent (2%) per annum above the
Base Rate as in effect from time to time plus the Applicable Margin (if any),
but in no event to exceed the Highest Lawful Rate.

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

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

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

         Quarterly Dates shall mean the first day of each January, April, July,
and October in each year, the first of which shall be January 1, 2003; provided,
however, that if any such day is not a Business Day, such Quarterly Date shall
be the next succeeding Business Day.

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

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

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

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

         Replacement Lender shall have the meaning assigned such term in Section
5.06(b).

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


                                       12
<PAGE>

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

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

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

         Revolving Credit Commitment shall mean, for any Lender, its obligation
to make Loans and participate in the issuance of Letters of Credit as provided
in Section 2.01(b) up to such Lender's Maximum Revolving Credit Amount.

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

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

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

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


                                       13
<PAGE>

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

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

         Terminated Lender shall have the meaning assigned such term in Section
5.06(a).

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

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

         Viking shall mean Viking Resources Corporation, a Pennsylvania
corporation.

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

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

                                   ARTICLE II
                                   Commitments

         Section 2.01 Loans and Letters of Credit.

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


                                       14
<PAGE>

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

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

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

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

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

               (c) Notices. All borrowings, continuations and conversions shall
         require advance written notice to the Administrative Agent (which shall
         promptly notify the Lenders) in the form of Exhibit B (or telephonic
         notice promptly confirmed by such a written notice), which in each case
         shall be irrevocable, from the Borrower to be received by the
         Administrative Agent not later than 12:00 p.m. Charlotte, North
         Carolina time at least one Business Day prior to the date of each Base
         Rate Loan borrowing and three Business Days prior to the date of each
         LIBOR Loan borrowing, continuation or conversion. Without in any way
         limiting the Borrower's obligation to confirm in writing any telephonic
         notice, the Administrative Agent may act without liability upon the
         basis of telephonic notice believed by the Administrative Agent in good
         faith to be from the Borrower prior to receipt of written confirmation.
         In each such case, the Borrower hereby waives the right to dispute the
         Administrative Agent's record of the terms of such telephonic notice
         except in the case of gross negligence or willful misconduct by the
         Administrative Agent.

               (d) Continuation Options. Subject to the provisions made in this
         Section 2.02(d), the Borrower may elect to continue all or any part of
         any LIBOR Loan beyond the expiration of the then current Interest
         Period relating thereto by giving advance notice as provided in Section
         2.02(c) to the Administrative Agent (which shall promptly notify the
         Lenders) of such election, specifying the amount of such Loan to be
         continued and the Interest Period therefor. In the absence of such a
         timely and proper election, the Borrower shall be deemed to have



                                       15
<PAGE>

         elected to convert such LIBOR Loan to a Base Rate Loan pursuant to
         Section 2.02(e). All or any part of any LIBOR Loan may be continued as
         provided herein, provided that (i) any continuation of any such Loan
         shall be (as to each Loan as continued for an applicable Interest
         Period) in amounts of at least $500,000 or any whole multiple of
         $250,000 in excess thereof and (ii) no Default shall have occurred and
         be continuing. If a Default shall have occurred and be continuing, each
         LIBOR Loan shall be converted to a Base Rate Loan on the last day of
         the Interest Period applicable thereto.

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

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

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

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


                                       16
<PAGE>

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

         Section 2.03  Changes of Commitments.

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

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

         Section 2.04  Fees.

               (a) Commitment Fee. The Borrower shall pay to the Administrative
         Agent for the account of each Lender a commitment fee on the daily
         average unused amount of the Aggregate Revolving Credit Commitment, up
         to, but excluding, the Revolving Credit Termination Date at a rate per
         annum equal to 1/2 of 1%. Accrued commitment fees shall be payable
         quarterly in arrears on each Quarterly Date and on the earlier of the
         date the Aggregate Revolving Credit Commitments are terminated or the
         Revolving Credit Termination Date.

               (b) Letter of Credit Fees.

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

                   (ii) The Borrower agrees to pay the Administrative Agent, for
               the account of the Issuing Bank, commissions for issuing the
               Letters of Credit (calculated separately for each Letter of



                                       17
<PAGE>


               Credit) equal to 0.125% of the face amount of each Letter of
               Credit, payable upon issuance of such Letter of Credit.

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

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

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

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

         Section 2.07 Prepayments.

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

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

         Section 2.08  Reserved.


                                       18
<PAGE>

         Section 2.09 Assumption of Risks. The Borrower assumes all risks of the
acts or omissions of any beneficiary of any Letter of Credit or any transferee
thereof with respect to its use of such Letter of Credit. Neither the Issuing
Bank (except in the case of gross negligence or willful misconduct on the part
of the Issuing Bank or any of its employees), its correspondents nor any Lender
shall be responsible for the validity, sufficiency or genuineness of
certificates or other documents or any endorsements thereon, even if such
certificates or other documents should in fact prove to be invalid,
insufficient, fraudulent or forged; for errors, omissions, interruptions or
delays in transmissions or delivery of any messages by mail, telex, or
otherwise, whether or not they be in code; for errors in translation or for
errors in interpretation of technical terms; the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign any
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason;
the failure of any beneficiary or any transferee of any Letter of Credit to
comply fully with conditions required in order to draw upon any Letter of
Credit; or for any other consequences arising from causes beyond the Issuing
Bank's control or the control of the Issuing Bank's correspondents. In addition,
neither the Issuing Bank, the Administrative Agent nor any Lender shall be
responsible for any error, neglect, or default of any of the Issuing Bank's
correspondents; and none of the above shall affect, impair or prevent the
vesting of any of the Issuing Bank's, the Administrative Agent's or any Lender's
rights or powers hereunder or under the Letter of Credit Agreements, all of
which rights shall be cumulative. The Issuing Bank and its correspondents may
accept certificates or other documents that appear on their face to be in order,
without responsibility for further investigation of any matter contained therein
regardless of any notice or information to the contrary. In furtherance and not
in limitation of the foregoing provisions, the Borrower agrees that any action,
inaction or omission taken or not taken by the Issuing Bank or by any
correspondent for the Issuing Bank in good faith in connection with any Letter
of Credit, or any related drafts, certificates, documents or instruments, shall
be binding on the Borrower and shall not put the Issuing Bank or its
correspondents under any resulting liability to the Borrower.

         Section 2.10 Obligation to Reimburse and to Prepay.

               (a) If a disbursement by the Issuing Bank is made under any
         Letter of Credit, the Borrower shall pay to the Administrative Agent
         within two (2) Business Days after notice of any such disbursement is
         received by the Borrower, the amount of each such disbursement made by
         the Issuing Bank under the Letter of Credit (if such payment is not
         sooner effected as may be required under this Section 2.10 or under
         other provisions of the Letter of Credit), together with interest on
         the amount disbursed from and including the date of disbursement until
         payment in full of such disbursed amount at a varying rate per annum
         equal to (i) the then applicable interest rate for Base Rate Loans
         through the second Business Day after notice of such disbursement is
         received by the Borrower and (ii) thereafter, the Post-Default Rate for
         Base Rate Loans (but in no event to exceed the Highest Lawful Rate) for
         the period from and including the third Business Day following the date
         of such disbursement to and including the date of repayment in full of
         such disbursed amount. The obligations of the Borrower under this
         Agreement with respect to each Letter of Credit shall be absolute,
         unconditional and irrevocable and shall be paid or performed strictly
         in accordance with the terms of this Agreement under all circumstances
         whatsoever, including, without limitation, but only to the fullest
         extent permitted by applicable law, the following circumstances: (i)
         any lack of validity or enforceability of this Agreement, any Letter of
         Credit or any of the Security Instruments; (ii) any amendment or waiver
         of (including any default), or any consent to departure from this
         Agreement (except to the extent permitted by any amendment or waiver),
         any Letter of Credit or any of the Security Instruments; (iii) the
         existence of any claim, set-off, defense or other rights which the
         Borrower may have at any time against the beneficiary of any Letter of
         Credit or any transferee of any Letter of Credit (or any Persons for
         whom any such beneficiary or any such transferee may be acting), the
         Issuing Bank, the Administrative Agent, any Lender or any other Person,
         whether in connection with this Agreement, any Letter of Credit, the



                                       19
<PAGE>

         Security Instruments, the transactions contemplated hereby or any
         unrelated transaction; (iv) any statement, certificate, draft, notice
         or any other document presented under any Letter of Credit proves to
         have been forged, fraudulent, insufficient or invalid in any respect or
         any statement therein proves to have been untrue or inaccurate in any
         respect whatsoever; (v) payment by the Issuing Bank under any Letter of
         Credit against presentation of a draft certificate which appears on its
         face to comply, but does not comply, with the terms of such Letter of
         Credit; and (vi) any other circumstance or happening whatsoever,
         whether or not similar to any of the foregoing.

         Notwithstanding anything in this Agreement to the contrary, the
         Borrower will not be liable for payment or performance that results
         from the gross negligence or willful misconduct of the Issuing Bank,
         except (i) where the Borrower or any Subsidiary actually recovers the
         proceeds for itself or the Issuing Bank of any payment made by the
         Issuing Bank in connection with such gross negligence or willful
         misconduct or (ii) in cases where the Administrative Agent makes
         payment to the named beneficiary of a Letter of Credit.

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

               (c) Each Lender severally and unconditionally agrees that it
         shall promptly reimburse the Issuing Bank an amount equal to such
         Lender's Percentage Share of any disbursement made by the Issuing Bank
         under any Letter of Credit that is not reimbursed according to this
         Section 2.10.

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


                                       20
<PAGE>

         Maximum Revolving Credit Amount (after reduction for LC Exposure), such
         Letter of Credit reimbursement obligation shall not be funded as a
         Loan, but instead shall accrue interest as provided in Section 2.10(a).

         Section 2.11 Lending Offices. The Loans of each Type made by each
Lender shall be made and maintained at such Lender's Applicable Lending Office
for Loans of such Type.

         Section 2.12 Increase in Aggregate Maximum Revolving Credit Amount.
Borrower may, by written notice to Administrative Agent, request that the
Aggregate Maximum Revolving Credit Amount be increased by an amount up to
$7,500,000; provided that after giving effect to any such increase the Aggregate
Maximum Revolving Credit Amount shall not exceed $15,000,000 minus any amount by
which the Aggregate Maximum Revolving Credit Amount shall have been reduced
pursuant to Section 2.03(a). Such notice shall set forth the amount of and the
date on which such increase is requested to become effective and the financial
institutions (any such financial institution an "Augmenting Lender") agreeing to
extend credit hereunder in an amount equal to the proposed increase; provided
that no Lender shall be obligated to increase its Maximum Revolving Credit
Amount; and, provided further, that each Augmenting Lender, shall be subject to
the approval of the Administrative Agent (which approval shall not be
unreasonably withheld) and the Borrower and each Augmenting Lender shall execute
all such documentation as the Administrative Agent shall reasonably specify to
evidence such Augmenting Lender's status as a Lender hereunder. Notwithstanding
the foregoing, no increase in the Aggregate Maximum Revolving Credit Amount or
addition of a new Lender shall become effective under this Section unless, on
the date of such increase, the conditions set forth in Sections 6.01 and 6.02
shall be satisfied.


                                  ARTICLE III
                       Payments of Principal and Interest

         Section 3.01 Repayment of Loans.

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

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

         Section 3.02 Interest.

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

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

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


                                       21
<PAGE>

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

               (c) Due Dates. Accrued interest on Base Rate Loans shall be
         payable on each Quarterly Date commencing on January 1, 2003, and
         accrued interest on each LIBOR Loan shall be payable on the last day of
         the Interest Period therefor and, if such Interest Period is longer
         than three months at three-month intervals following the first day of
         such Interest Period, except that interest payable at the Post-Default
         Rate shall be payable from time to time on demand and interest on any
         LIBOR Loan that is converted into a Base Rate Loan (pursuant to Section
         5.04) shall be payable on the date of conversion (but only to the
         extent so converted). Any accrued and unpaid interest on the Loans on
         the Revolving Credit Termination Date shall be paid on such date.

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

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

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

         Section 4.02 Pro Rata Treatment. Except to the extent otherwise
provided herein each Lender agrees that: (i) each borrowing from the Lenders
under Section 2.01 and each continuation and conversion under Section 2.02 shall
be made from the Lenders pro rata in accordance with their Percentage Share,
each payment of fees under Sections 2.04(a) and 2.04(b)(i), shall be made for
account of the Lenders pro rata in accordance with their Percentage Share, and
each termination or reduction of the amount of the Aggregate Maximum Revolving
Credit Amounts under Section 2.03(a) shall be applied to the Commitment of each



                                       22
<PAGE>

Lender, pro rata according to the amounts of its respective Commitment; (ii)
each payment of principal of Loans by the Borrower shall be made for account of
the Lenders pro rata in accordance with the respective unpaid principal amount
of the Loans held by the Lenders; and (iii) each payment of interest on Loans by
the Borrower shall be made for account of the Lenders pro rata in accordance
with the amounts of interest due and payable to the respective Lenders; and (iv)
each reimbursement by the Borrower of disbursements under Letters of Credit
shall be made for account of the Issuing Bank or, if funded by the Lenders, pro
rata for the account of the Lenders, in accordance with the amounts of
reimbursement obligations due and payable to each respective Lender.

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

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

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

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

               (b) If any Lender shall obtain payment of any principal of or
         interest on any Loan made by it to the Borrower under this Agreement
         (or reimbursement as to any Letter of Credit) through the exercise of
         any right of set-off, banker's lien or counterclaim or similar right or
         otherwise, and, as a result of such payment, such Lender shall have
         received a greater percentage of the principal or interest (or
         reimbursement) then due hereunder by the Borrower to such Lender than



                                       23
<PAGE>


         the percentage received by any other Lenders, it shall promptly (i)
         notify the Administrative Agent and each other Lender thereof and (ii)
         purchase from such other Lenders participations in (or, if and to the
         extent specified by such Lender, direct interests in) the Loans (or
         participations in Letters of Credit) made by such other Lenders (or in
         interest due thereon, as the case may be) in such amounts, and make
         such other adjustments from time to time as shall be equitable, to the
         end that all the Lenders shall share the benefit of such excess payment
         (net of any expenses which may be incurred by such Lender in obtaining
         or preserving such excess payment) pro rata in accordance with the
         unpaid principal and/or interest on the Loans held by each of the
         Lenders (or reimbursements of Letters of Credit). To such end all the
         Lenders shall make appropriate adjustments among themselves (by the
         resale of participations sold or otherwise) if such payment is
         rescinded or must otherwise be restored. The Borrower agrees that any
         Lender so purchasing a participation (or direct interest) in the Loans
         made by other Lenders (or in interest due thereon, as the case may be)
         may exercise all rights of set-off, banker's lien, counterclaim or
         similar rights with respect to such participation as fully as if such
         Lender were a direct holder of Loans (or Letters of Credit) in the
         amount of such participation. Nothing contained herein shall require
         any Lender to exercise any such right or shall affect the right of any
         Lender to exercise, and retain the benefits of exercising, any such
         right with respect to any other indebtedness or obligation of the
         Borrower. If under any applicable bankruptcy, insolvency or other
         similar law, any Lender receives a secured claim in lieu of a set-off
         to which this Section 4.05 applies, such Lender shall, to the extent
         practicable, exercise its rights in respect of such secured claim in a
         manner consistent with the rights of the Lenders entitled under this
         Section 4.05 to share the benefits of any recovery on such secured
         claim.

               Section 4.06 Taxes.

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

               (b) Other Taxes. In addition, to the fullest extent permitted by
         applicable law, the Borrower agrees to pay any present or future stamp
         or documentary taxes or any other excise or property taxes, charges or
         similar levies that arise from any payment made hereunder or from the


                                       24
<PAGE>

         execution, delivery or registration of, or otherwise with respect to,
         this Agreement, any Assignment or any Security Instrument (hereinafter
         referred to as "Other Taxes").

               (c) INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY
         APPLICABLE LAW, THE BORROWER WILL INDEMNIFY EACH LENDER AND THE ISSUING
         BANK AND THE ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF TAXES AND
         OTHER TAXES (INCLUDING, BUT NOT LIMITED TO, ANY TAXES OR OTHER TAXES
         IMPOSED BY ANY GOVERNMENTAL AUTHORITY ON AMOUNTS PAYABLE UNDER THIS
         SECTION 4.06) PAID BY SUCH LENDER, THE ISSUING BANK OR THE
         ADMINISTRATIVE AGENT (ON THEIR BEHALF OR ON BEHALF OF ANY LENDER), AS
         THE CASE MAY BE, AND ANY LIABILITY (INCLUDING PENALTIES, INTEREST AND
         EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT
         SUCH TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED UNLESS THE
         PAYMENT OF SUCH TAXES WAS NOT CORRECTLY OR LEGALLY ASSERTED AND SUCH
         LENDER'S PAYMENT OF SUCH TAXES OR OTHER TAXES WAS THE RESULT OF ITS
         GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ANY PAYMENT PURSUANT TO SUCH
         INDEMNIFICATION SHALL BE MADE WITHIN THIRTY (30) DAYS AFTER THE DATE
         ANY LENDER, THE ISSUING BANK OR THE ADMINISTRATIVE AGENT, AS THE CASE
         MAY BE, MAKES WRITTEN DEMAND THEREFOR. IF ANY LENDER, ISSUING BANK OR
         THE ADMINISTRATIVE AGENT RECEIVES A REFUND OR CREDIT IN RESPECT OF ANY
         TAXES OR OTHER TAXES FOR WHICH SUCH LENDER, ISSUING BANK OR THE
         ADMINISTRATIVE AGENT HAS RECEIVED PAYMENT FROM THE BORROWER IT SHALL
         PROMPTLY NOTIFY THE BORROWER OF SUCH REFUND OR CREDIT AND SHALL, IF NO
         DEFAULT HAS OCCURRED AND IS CONTINUING, WITHIN THIRTY (30) DAYS AFTER
         RECEIPT OF A REQUEST BY THE BORROWER (OR PROMPTLY UPON RECEIPT, IF THE
         BORROWER HAS REQUESTED APPLICATION FOR SUCH REFUND OR CREDIT PURSUANT
         HERETO), PAY AN AMOUNT EQUAL TO SUCH REFUND OR CREDIT TO THE BORROWER
         WITHOUT INTEREST (BUT WITH ANY INTEREST SO REFUNDED OR CREDITED)
         PROVIDED THAT THE BORROWER, UPON THE REQUEST OF SUCH LENDER, THE
         ISSUING BANK OR THE ADMINISTRATIVE AGENT, AGREES TO RETURN SUCH REFUND
         OR CREDIT (PLUS PENALTIES, INTEREST OR OTHER CHARGES) TO SUCH LENDER OR
         THE ADMINISTRATIVE AGENT IN THE EVENT SUCH LENDER OR THE ADMINISTRATIVE
         AGENT IS REQUIRED TO REPAY SUCH REFUND OR CREDIT.

               (d) Lender Representations.

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



                                       25
<PAGE>

               States law or as the Borrower or the Administrative Agent shall
               reasonably request, two accurate and complete original signed
               copies of either (A) Internal Revenue Service Form W-8ECI (or
               successor form) certifying that all payments to be made to it
               hereunder will be effectively connected to a United States trade
               or business (the "Form W-8ECI Certification") or (B) Internal
               Revenue Service Form W-8BEN (or successor form) certifying that
               it is entitled to the benefit of a provision of a tax convention
               to which the United States of America is a party which completely
               exempts from United States withholding tax all payments to be
               made to it hereunder (the "Form W-8BEN Certification"). In
               addition, each Lender agrees that if it previously filed a Form
               W-8ECI Certification, it will deliver to the Borrower and the
               Administrative Agent a new Form W-8ECI Certification prior to the
               first payment date occurring in each of its subsequent taxable
               years; and if it previously filed a Form W-8BEN Certification, it
               will deliver to the Borrower and the Administrative Agent a new
               certification prior to the first payment date falling in the
               third year following the previous filing of such certification.
               Each Lender also agrees to deliver to the Borrower and the
               Administrative Agent such other or supplemental forms as may at
               any time be required as a result of changes in applicable law or
               regulation in order to confirm or maintain in effect its
               entitlement to exemption from United States withholding tax on
               any payments hereunder, provided that the circumstances of such
               Lender at the relevant time and applicable laws permit it to do
               so. If a Lender determines, as a result of any change in either
               (i) a Governmental Requirement or (ii) its circumstances, that it
               is unable to submit any form or certificate that it is obligated
               to submit pursuant to this Section 4.06, or that it is required
               to withdraw or cancel any such form or certificate previously
               submitted, it shall promptly notify the Borrower and the
               Administrative Agent of such fact. If a Lender is organized under
               the laws of a jurisdiction outside the United States of America,
               unless the Borrower and the Administrative Agent have received a
               Form W-8BEN Certification or Form W-8ECI Certification
               satisfactory to them indicating that all payments to be made to
               such Lender hereunder are not subject to United States
               withholding tax, the Borrower shall withhold taxes from such
               payments at the applicable statutory rate. Each Lender agrees to
               indemnify and hold harmless the Borrower or Administrative Agent,
               as applicable, from any United States taxes, penalties, interest
               and other expenses, costs and losses incurred or payable by (i)
               the Administrative Agent as a result of such Lender's failure to
               submit any form or certificate that it is required to provide
               pursuant to this Section 4.06 or (ii) the Borrower or the
               Administrative Agent as a result of their reliance on any such
               form or certificate which such Lender has provided to them
               pursuant to this Section 4.06.

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

                   (iii) Any Lender claiming any additional amounts payable
               pursuant to this Section 4.06 shall use reasonable efforts
               (consistent with legal and regulatory restrictions) to file any
               certificate or document requested by the Borrower or the
               Administrative Agent or to change the jurisdiction of its


                                       26
<PAGE>

               Applicable Lending Office or to contest any tax imposed if the
               making of such a filing or change or contesting such tax would
               avoid the need for or reduce the amount of any such additional
               amounts that may thereafter accrue and would not, in the sole
               determination of such Lender, be otherwise disadvantageous to
               such Lender.

                                   ARTICLE V
                                Capital Adequacy

               Section 5.01 Additional Costs.

               (a) LIBOR Regulations, etc. The Borrower shall pay directly to
         each Lender from time to time such amounts as such Lender may determine
         to be necessary to compensate such Lender for any costs which it
         determines are attributable to its making or maintaining of any LIBOR
         Loans or issuing or participating in Letters of Credit hereunder or its
         obligation to make any LIBOR Loans or issue or participate in any
         Letters of Credit hereunder, or any reduction in any amount receivable
         by such Lender hereunder in respect of any of such LIBOR Loans, Letters
         of Credit (such increases in costs and reductions in amounts receivable
         being herein called "Additional Costs"), resulting from any Regulatory
         Change which: (i) changes the basis of taxation of any amounts payable
         to such Lender under this Agreement or any Note in respect of any of
         such LIBOR Loans or Letters of Credit (other than taxes imposed on the
         overall net income of such Lender or of its Applicable Lending Office
         for any of such LIBOR Loans by the jurisdiction in which such Lender
         has its principal office or Applicable Lending Office); or (ii) imposes
         or modifies any reserve, special deposit, minimum capital, capital
         ratio or similar requirements relating to any extensions of credit or
         other assets of, or any deposits with or other liabilities of such
         Lender, or the Commitment or Loans of such Lender or the London
         interbank market; or (iii) imposes any other condition affecting this
         Agreement or any Note (or any of such extensions of credit or
         liabilities) or such Lender's Commitment or Loans. Each Lender will
         notify the Administrative Agent and the Borrower of any event occurring
         after the Closing Date which will entitle such Lender to compensation
         pursuant to this Section 5.01(a) as promptly as practicable after it
         obtains knowledge thereof and determines to request such compensation,
         and will designate a different Applicable Lending Office for the Loans
         of such Lender affected by such event if such designation will avoid
         the need for, or reduce the amount of, such compensation and will not,
         in the sole opinion of such Lender, be disadvantageous to such Lender,
         provided that such Lender shall have no obligation to so designate an
         Applicable Lending Office located in the United States. If any Lender
         requests compensation from the Borrower under this Section 5.01(a), the
         Borrower may, by notice to such Lender, suspend the obligation of such
         Lender to make additional Loans of the Type with respect to which such
         compensation is requested until the Regulatory Change giving rise to
         such request ceases to be in effect (in which case the provisions of
         Section 5.04 shall be applicable).

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


                                       27
<PAGE>

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

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

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

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

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

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


                                       28
<PAGE>

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

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

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

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

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

                                   ARTICLE VI
                              Conditions Precedent

         Section 6.01 Initial Funding. The obligation of the Lenders to make the
Initial Funding is subject to the receipt by the Administrative Agent and the
Lenders of all fees then due and payable pursuant to Section 2.04 on or before
the Closing Date and the receipt by the Administrative Agent of the following
documents and satisfaction of the other conditions provided in this Section
6.01, each of which shall be satisfactory to the Administrative Agent in form
and substance:

               (a) A certificate of the Secretary or an Assistant Secretary of
         the General Partner setting forth (i) resolutions of its board of
         managers with respect to the authorization of the General Partner to
         execute and deliver on behalf of itself, the Borrower and APL
         Operating, and on behalf of APL Operating, as sole member for each of
         APL New York, APL Ohio, and APL Pennsylvania, the Loan Documents to
         which each is a party and to enter into the transactions contemplated
         in those documents, (ii) the officers of the General Partner who are


                                       29
<PAGE>

         authorized to sign the Loan Documents to which each Obligor is a party
         and who will, until replaced by another officer or officers duly
         authorized for that purpose, act as its representative for the purposes
         of signing documents and giving notices and other communications in
         connection with this Agreement and the transactions contemplated
         hereby, (iii) specimen signatures of such authorized officers, and (iv)
         the agreement of limited partnership for Borrower and APL Operating as
         amended and certified as being true and complete and (v) the articles
         or articles of organization of the General Partner, APL New York, APL
         Ohio, and APL Pennsylvania, certified as being true and complete. The
         Administrative Agent and the Lenders may conclusively rely on such
         certificate until the Administrative Agent receives notice in writing
         from the Borrower to the contrary.

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

               (c) The Notes, duly completed and executed.

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

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

               (f) An opinion of Ledgewood Law Firm P.C., counsel to the
         Obligors and from other local counsel acceptable to the Administrative
         Agent with respect to existence of Obligors and due authorization and
         execution of the Loan Documents, enforceability of the Loan Documents,
         including without limitation the Security Instruments under the laws of
         the states wherein the Pipeline Properties are located, in form and
         substance satisfactory to the Administrative Agent, as to such matters
         incident to the transactions herein contemplated as the Administrative
         Agent may reasonably request.

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

               (h) Title information as the Administrative Agent may require
         setting forth the status of title acceptable to the Administrative
         Agent to the Pipeline Properties.

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

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

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

               (l) The Assignment of Notes, Documents and Liens and the Note
         Purchase Agreement duly completed and executed.


                                       30
<PAGE>

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

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

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

               (p) A letter from CT Corporation System, Inc., or other agent
         acceptable to the Administrative Agent, to accept service of process in
         the State of New York on behalf of the Borrower and each Guarantor.

               (q) Such other documents as the Administrative Agent or any
         Lender or special counsel to the Administrative Agent may reasonably
         request.

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

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

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

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

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

         Section 6.03 Conditions Precedent for the Benefit of Lenders

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

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


                                       31
<PAGE>

                                  ARTICLE VII
                         Representations and Warranties

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

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

         Section 7.02 Financial Condition. The audited consolidated balance
sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2001,
and the related consolidated statement of income, partners' equity and cash flow
of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on
said date, heretofore furnished to each of the Lenders and the unaudited
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
at June 30, 2002, and their related consolidated statements of income, partners'
equity and cash flow of the Borrower and its Consolidated Subsidiaries for the
three month period ended on such date heretofore furnished to the Administrative
Agent, are/is complete and correct and fairly present the consolidated financial
condition of the Borrower and its Consolidated Subsidiaries as at said dates and
the results of its operations for the fiscal year and the three month period on
said dates, all in accordance with GAAP, as applied on a consistent basis
(subject, in the case of the interim financial statements, to normal year-end
adjustments). Except as reflected or referred to in such financial statements,
neither the Borrower nor any Subsidiary has on the Closing Date any material
Debt, contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments. Since December 31, 2001, there has been no change or event having a
Material Adverse Effect. Since the date of the Financial Statements, neither the
business nor the Properties of the Borrower or any Subsidiary have been
materially and adversely affected.

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

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


                                       32
<PAGE>

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

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

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

         Section 7.08 ERISA.

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

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

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

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

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


                                       33
<PAGE>

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

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

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

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

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

         Section 7.10 Titles, etc.

               (a) Each of the Obligors and its Subsidiaries has good and
         marketable title to its Pipeline Properties, free and clear of all
         Liens, except Excepted Liens.

               (b) The Atlas Pipeline Database dated February 2000 and prepared
         by Andrews & Kurth LLP and delivered to Administrative Agent, together
         with the list of additional Pipeline assets acquired by Obligors since
         February 2, 2000, describe substantially all of the Pipeline Properties
         presently owned by Obligors.

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

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


                                       34
<PAGE>

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

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

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

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

         Section 7.14 Operation of the Pipeline. The statements relating to the
transportation of gas through the Pipeline for the period from December 31,
2001, through June 30, 2002, furnished by the Borrower to the Administrative
Agent are accurate; since June 30, 2002, there has been no damage, destruction
or loss to the Pipeline; the Pipeline is currently in operation and the monthly
transportation of Hydrocarbons through the Pipeline has not materially
diminished.

         Section 7.15 Capitalization of Subsidiaries.

               (a) The issued and outstanding securities of the Borrower consist
         of one million six hundred twenty-one thousand one hundred fifty-nine
         (1,621,159) common units of limited partnership interest and one
         million, six hundred forty one thousand, twenty-six (1,641,026)
         subordinated units of limited partnership all of which have been
         validly issued and fully paid and nonassessable.

               (b) All issued and outstanding membership units of the General
         Partner have been validly issued and are fully paid and nonassessable
         and are owned by and issued to the Persons shown on Schedule 7.15
         attached hereto.

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


                                       35
<PAGE>

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

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

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

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

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

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

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

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

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


                                       36
<PAGE>

         to the extent subject to OPA, will not be able to maintain compliance
         with the OPA requirements during the term of this Agreement; and

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

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

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

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

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

         Section 7.23 Material Agreements. Set forth on Schedule 7.23 is a
complete list of all (i) agreements, indentures, purchase agreements,
obligations in respect of letters of credit, guarantees, partnership agreements,
joint venture agreements, and other instruments which are material to Obligors'


                                       37
<PAGE>

business, activities, and operation or ownership of such Obligors' Property (the
"Material Agreements") in effect or to be in effect as of the Closing Date
(other than the Hedging Agreements set forth on Schedule 7.21) providing for,
evidencing, securing or otherwise relating to any Debt of any such Obligor and
all obligations of any Obligor to issuers of surety or appeal bonds issued for
account of any such Obligor, and (ii) all agreements and instruments (excluding
any such agreements and other instruments that are cancelable upon 60 or less
days notice) of each Obligor relating to the purchase, gathering, transportation
by pipeline, gas processing, marketing, sale and supply of natural gas and other
Hydrocarbons that accounts for more than 10% of the volumes transported by any
such Obligor during the Borrower's current fiscal year. Upon request by
Administrative Agent, the Borrower shall deliver, or caused to be delivered, to
the Administrative Agent and the Lenders a complete and correct copy of all such
Material Agreements.

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

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

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

                                  ARTICLE VIII
                              Affirmative Covenants

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

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

               (a) Annual Financial Statements. As soon as available and in any
         event within ten (10) days after the Borrower is required to file the
         same with the SEC, the audited consolidated and unaudited consolidating
         statements of income, partners' equity, changes in financial position
         and cash flow for each of the Borrower and Consolidated Subsidiaries
         for such fiscal year, and the related consolidated and consolidating
         balance sheets of Borrower and its Consolidated Subsidiaries as at the
         end of such fiscal year, and setting forth in each case in comparative
         form the corresponding figures for the preceding fiscal year, and
         accompanied by the related opinion of independent public accountants of
         recognized national standing acceptable to the Administrative Agent
         which opinion shall state that said financial statements fairly present
         the consolidated and consolidating financial condition and results of
         operations of Borrower and its Consolidated Subsidiaries as at the end
         of, and for, such fiscal year and that such financial statements have
         been prepared in accordance with GAAP, except for such changes in such
         principles with which the independent public accountants shall have


                                       38
<PAGE>
         concurred and such opinion shall not contain a "going concern" or like
         qualification or exception, but shall contain a certification stating
         that, in making the examination necessary for their opinion, they
         obtained no knowledge, except as specifically stated, of any Default.

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

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

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

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

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

               (g) Hedging Agreements. As soon as available and in any event
         within fifteen Business Days after the last day of each fiscal quarter,
         a report, in form and substance satisfactory to the Administrative
         Agent, setting forth as of the last Business Day of such fiscal quarter
         a true and complete list of all Hedging Agreements (including commodity



                                       39
<PAGE>

         price swap agreements, forward agreements or contracts of sale which
         provide for prepayment for deferred shipment or delivery of oil, gas or
         other commodities) of the Obligors, the material terms thereof
         (including the type, term, effective date, termination date and
         notional amounts or volumes), the net mark to market value therefor,
         any new credit support agreements relating thereto not listed on
         Schedule 7.21, any margin required or supplied under any credit support
         document, and the counter party to each such agreement.

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

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

         Section 8.02 Litigation. The Obligors shall promptly give to the
Administrative Agent notice of any litigation or proceeding against or adversely
affecting any such Obligor in which the amount claimed exceeds $250,000 or an
aggregate of claims in excess of $500,000 and is not otherwise covered in full
by insurance (subject to normal and customary deductibles and for which the
insurer has not assumed the defense), or in which injunctive or similar relief
is sought. Each Obligor will promptly notify the Administrative Agent and each
of the Lenders of any claim, judgment, Lien or other encumbrance affecting any
Property of such Obligor or any Subsidiary if the value of the claim, judgment,
Lien, or other encumbrance affecting such Property shall exceed $250,000 or an
aggregate of such claims in excess of $500,000.

         Section 8.03 Maintenance, Etc.

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

               (b) Proof of Insurance. Contemporaneously with the delivery of
         the financial statements required by Section 8.01(a) to be delivered
         for each year, the Borrower will furnish or cause to be furnished to


                                       40
<PAGE>

         the Administrative Agent and the Lenders a certificate of insurance
         coverage from the insurer in form and substance satisfactory to the
         Administrative Agent listing Administrative Agent as "loss payee" or
         "additional insured" and, if requested, will furnish the Administrative
         Agent and the Lenders copies of the applicable policies.

               (c) Pipeline Properties. Each Obligor will cause to be done all
         things reasonably necessary to preserve and keep in good repair,
         working order and efficiency all of its Pipeline Properties and other
         material Properties including, without limitation, all equipment,
         machinery and facilities, and from time to time will make all the
         reasonably necessary repairs, renewals and replacements so that at all
         times the state and condition of its Pipeline Properties and other
         material Properties will be fully preserved and maintained, except to
         the extent that the wells and field to which such portion of the
         Pipeline is connected are no longer producing Hydrocarbons in
         economically reasonable amounts. Each Obligor will promptly: (i) pay
         and discharge, or make reasonable and customary efforts to cause to be
         paid and discharged, all rentals, royalties, expenses and indebtedness
         accruing under the rights of way, licenses, leases or other agreements
         affecting or pertaining to its Pipeline Properties, (ii) perform or
         make reasonable and customary efforts to cause to be performed, in
         accordance with industry standards, the obligations required by each
         and all of the rights of way, deeds, leases, sub-leases, contracts and
         agreements affecting its interests in its Pipeline Properties and other
         material Properties, (iii) will do all other things necessary to keep
         unimpaired, except for Liens described in Section 9.02, its rights with
         respect to its Pipeline Properties and other material Properties and
         prevent any forfeiture thereof or a default thereunder, except to the
         extent that the wells and field to which such portion of the Pipeline
         is connected are no longer producing Hydrocarbons in economically
         reasonable amounts and except for Transfers permitted by Section 9.16.
         Each Obligor will operate its Pipeline Properties and other material
         Properties to be operated in a careful and efficient manner in
         accordance with the practices of the industry and in compliance with
         all applicable contracts and agreements and in compliance in all
         material respects with all Governmental Requirements.

         Section 8.04 Environmental Matters.

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

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


                                       41
<PAGE>

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

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

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

         Section 8.07 Reserve Reports.

               (a) The Borrower shall furnish to the Administrative Agent and
         the Lenders a Reserve Report each August 1 and February 1 during the
         term of this Agreement commencing February 1, 2002. The February 1
         Reserve Report shall be prepared by certified independent petroleum
         engineers or other independent petroleum consultant(s) acceptable to
         the Administrative Agent and the August 1 Reserve Report of each year
         shall be prepared by or under the supervision of the chief engineer of
         the Obligors and for which a Responsible Officer shall certify such
         Reserve Report to be true and accurate and to have been prepared in
         accordance with the procedures used in the immediately preceding
         February 1 Reserve Report.

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


                                       42
<PAGE>

         Pipelines gathering Hydrocarbons from the Oil and Gas Properties
         evaluated by such Reserve Report are Mortgaged Property except as set
         forth on a schedule attached to the certificate.

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

         Section 8.09 Additional Collateral.

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

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

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

               (d) Subordination of Obligor's Liens.

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

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


                                       43
<PAGE>

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

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

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

               (e) Subordination of Intercompany Debt. Any Intercompany Notes or
         advances of any Obligor howsoever evidenced by journal entries or
         otherwise now or hereafter owed to or held by any other Obligor, except
         pursuant to the Distribution Support Agreement, are hereby subordinated
         to the Indebtedness of such other Obligor to the Lenders, and any
         document or instrument evidencing such loans or advances shall contain
         a legend giving notice of such subordination. Any such Intercompany
         Notes or advances of any other Obligor due to such Obligor, if the
         Administrative Agent so requests, shall be collected, enforced and
         received by such Obligor as trustee for the Lenders and be paid over to
         the Administrative Agent for the account of the Lenders on account of
         the Indebtedness but without affecting in any manner the liability of
         such Obligor under the other provisions of this Agreement or any other
         Loan Document. Any Lien, claim, right or other encumbrance on any
         property of any Obligor in favor of any other Obligor is hereby
         subordinated in all respects to the Liens granted to the Administrative
         Agent for the benefit of the Lenders.

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


                                       44
<PAGE>

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

         Section 8.12 Material Agreements. Enforce the obligations of the
parties to the Material Agreements to the same extent as they would enforce
similar obligations of unrelated third parties.

         Section 8.13 Guaranties. As an inducement to the Administrative Agent
and the Lenders to enter into this Agreement, cause each Subsidiary to execute
and deliver to Administrative Agent a Guaranty executed by each of the
Borrower's Subsidiaries and a Guaranty executed by the General Partner, each
substantially in the form and upon the terms of Exhibit G-1 and Exhibit G-2,
respectively, providing for the guaranty of payment and performance of the
Indebtedness. In addition, at the time of the formation or acquisition of any
Subsidiary, cause such Subsidiary to execute and deliver to the Administrative
Agent (a) a Guaranty substantially in the form and upon the terms of Exhibit
G-1, providing for the guaranty of payment and performance of the Indebtedness,
(b) Security Documents in form and substance satisfactory to the Administrative
Agent creating liens and security interests in all assets and properties of such
Subsidiary and in the equity interest in such Subsidiary, (c) certified copies
of such Subsidiary's organization documents, and (d) such other documents and
instruments as may be required with respect to such Subsidiary pursuant to
Section 8.05.

                                   ARTICLE IX
                               Negative Covenants

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

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

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


                                       45
<PAGE>

               (b) Debt of the Borrower disclosed in Schedule 9.01, and any
         renewals or extensions (but not increases) thereof and obligations of
         the General Partner under the Distribution Support Agreement;

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

               (d) Debt under leases permitted under Section 9.08;

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

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

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

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

               (i) Debt not otherwise described under subparagraphs (a) through
         (h) above not to exceed $250,000 in the aggregate; and

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

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

               (b) Excepted Liens;

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

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

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

               (f) purchase money Liens upon or in any Property acquired by the
         Borrower or any of its Subsidiaries to secure the deferred portion of
         the purchase price of Property or to secure Debt incurred to finance
         the acquisition of such Property, provided (i) no such Lien shall be


                                       46
<PAGE>

         extended to cover property other than the property being acquired, and
         (ii) the Debt thereby secured is permitted by Section 9.01(i).

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

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

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

               (c) commercial paper maturing within one year from the date of
         creation thereof rated in the highest grade by Standard & Poor's
         Corporation or Moody's Investors Service, Inc.;

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

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

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

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

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

               (i) Non-hostile acquisitions of equity securities, or assets
         constituting a business unit, of any Person, provided that (a)
         immediately prior to and after giving effect to such acquisition, no
         Default or Event of Default exists or would result therefrom, (b) if
         such acquisition is of equity securities of a Person, such person
         becomes a Guarantor, (c) such Person is principally engaged in the same
         business as the Obligors, (d) the Borrower shall be in pro forma
         compliance with the covenants set forth in Sections 9.13, 9.14 and 9.15
         based on the trailing 12 quarters and as adjusted for such acquisition,
         (e) such acquired Person or assets shall not be subject to any material
         liabilities except as permitted by this Agreement and (f) a first
         priority perfected lien and security interest shall be granted to the
         Administrative Agent for the benefit of the Lenders in such acquired
         assets.

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


                                       47
<PAGE>

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

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

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

               (a) Hedging Agreements entered into with the purpose and effect
         of fixing prices on oil and/or gas provided that at all times: (1) no
         such contract shall be for speculative purposes; (2) such contracts
         shall be on terms and for amounts satisfactory to Administrative Agent
         and the Lenders; (3) the agreements documenting such Hedging Agreements
         do not contain any provision exonerating the non-defaulting party from
         its obligation to make payments on outstanding transactions to the
         defaulting party; and (4) each such contract shall be with the
         Administrative Agent, or any of the Lenders or their Affiliates, or
         with a counterparty or have a guarantor of the obligation of the
         counterparty who, at the time the contract is made, has long-term
         obligations rated AA or Aa2 or better, respectively, by Standard &
         Poor's Corporation or Moody's Investors Services, Inc. (or a successor
         credit rating agency).

               (b) Hedging Agreements entered into with the purpose and effect
         of fixing interest rates on a principal amount of the Notes of the
         Borrower that is accruing interest at a variable rate, provided that
         (1) no such contract shall be for speculative purposes; (2) the
         floating rate index of each such contract generally matches the index
         used to determine the floating rates of interest on the corresponding
         Indebtedness of the Borrower to be hedged by such contract; (3) the
         aggregate notional amount of such Hedging Agreements shall not exceed
         seventy-five percent (75%) of the principal outstanding under the
         Notes; (4) the tenor of each such contract shall not extend beyond the
         Revolving Credit Termination Date; and (5) each such contract shall be
         with a Lender or with a counterparty or have a guarantor of the
         obligation of the counterparty who, at the time the contract is made,
         has long-term obligations rated AA or Aa2 or better, respectively, by
         Standard & Poor's Corporation or Moody's Investors Services, Inc. (or a
         successor credit rating agency).

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

         Section 9.08 Limitation on Leases. None of the Obligors will create,
incur, assume or permit to exist any obligation for the payment of rent or hire
of Property of any kind whatsoever real or personal including capital leases
which would cause the aggregate amount of all payments made by such Obligors


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<PAGE>

pursuant to all such leases or lease agreements to exceed $500,000 in any period
of twelve consecutive calendar months during the life of such leases, excluding
however (i) oil and gas leases or rights of way acquired in the ordinary course
of business solely with respect to the right to maintain flow lines or gathering
lines or sales lines across the lands subject thereto, and (ii) equipment leases
in the ordinary course of business for compression of Hydrocarbons gathered and
transported through the Pipeline under leases or lease agreements.

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

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

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

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

         Section 9.13 EBITDA to Consolidated Interest Expense . The Borrower
will not permit the ratio of its EBITDA to Consolidated Interest Expense as of
the end of any fiscal quarter of the Borrower (calculated quarterly based upon
the four most recently completed quarters) to be less than 3.50 to 1.00.

         Section 9.14 Consolidated Funded Debt to EBITDA. The Borrower will not
permit the ratio of its Consolidated Funded Debt to EBITDA as of the end of any
fiscal quarter of the Borrower (calculated quarterly based upon the four most
recently completed quarters) to be more than 3.00 to 1.00 (the "Leverage
Ratio").

         Section 9.15 Tangible Net Worth. The Borrower will maintain at all
times a Consolidated Tangible Net Worth in an amount not less than $16,000,000.

         Section 9.16 Disposition of Pipeline Properties. The Obligors will not
Transfer any Pipeline Property or any interest in any Pipeline Property to any
Person other than Obligors except (i) the sale, lease, transfer or other
disposition or alienation for fair consideration in the ordinary course of


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business of any Pipeline Property having a fair market value not to exceed Fifty
Thousand ($50,000) Dollars in the aggregate in any twelve month period, and (ii)
the abandonment of any section of the Pipeline as the wells connected to that
section cease to produce in economic quantities; provided, no Event of Default
exists or would be caused thereby and (iii) the issuance of common units in
Borrower to repay any loans made by Atlas under the Omnibus Agreement.

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

         Section 9.18 Transactions with Affiliates. None of the Obligors will
enter into any transaction, including, without limitation, any purchase, sale,
lease or exchange of Property or the rendering of any service, with any
Affiliate unless such transactions are otherwise permitted under this Agreement,
are in the ordinary course of its business and are upon fair and reasonable
terms no less favorable to it than it would obtain in a comparable arm's length
transaction with a Person not an Affiliate; provided for purposes of this
Section the agreements numbered 1, 2, 3, 4, 5, and 6 on Schedule 7.23 shall be
deemed to be arm's length transactions.

         Section 9.19 MLP Letter of Credit. The Obligors shall not permit the
MLP Letter of Credit to be terminated or cancelled, or amended or modified in
any way, at any time that the Borrower continues to be required to make the
Minimum Quarterly Distributions (as such term is defined in the Limited
Partnership Agreement), or to permit the amount available to be drawn under the
MLP Letter of Credit to be less than the aggregate amount of the then remaining
Minimum Quarterly Distribution amounts, in each case without the prior written
consent of the Lenders.

         Section 9.20 Subsidiaries. The Obligors shall not create any additional
Subsidiaries that do not become Guarantors hereunder. The Borrower shall not
sell or issue any stock or ownership interest of a Subsidiary except in
compliance with Section 9.03.

         Section 9.21 Negative Pledge Agreements. None of the Obligors will
create, incur, assume or permit to exist any contract, agreement or
understanding (other than this Agreement and the Security Instruments) which in
any way prohibits or restricts the granting, conveying, creation or imposition
of any Lien on any of its Property or restricts any Subsidiary from paying
dividends to the Borrower, or which requires the consent of or notice to other
Persons in connection therewith.

         Section 9.22 Take-or-Pay or Other Prepayments. The Obligors will not
allow gas imbalances, take-or-pay or other prepayments with respect to the
Pipeline Properties of the Obligors which would require the Obligors to gather
in the aggregate five percent (5%) or more of the Hydrocarbons throughput on a
monthly basis from the Oil and Gas Properties at some future time without then
or thereafter receiving full payment therefor.

         Section 9.23 Amendments to Material Agreements. The Obligors shall not
permit any assignment, transfer or amendment to any Material Agreement, if such
assignment, transfer of amendment could reasonably be expected to have a
Material Adverse Effect. Without limiting the foregoing, no amendment shall be
made to the Omnibus Agreement or the Limited Partnership Agreement that shall
increase the annual administrative fee paid to Atlas (other than (i) adjustments
approved by the Conflicts Committee (as defined in the Limited Partnership
Agreement) to account for adjustments in the nature of the services provided by
Atlas and/or the Atlas Direct Subsidiaries as a result of acquisitions by the
Obligors or other expansions of the business of the Obligors and (ii) inflation


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<PAGE>

adjustments made pursuant to the terms of the Omnibus Agreement as in effect on
the Closing Date). Without limiting the foregoing, no amendment shall be made to
the Master Natural Gas Agreements that shall decrease the tariff received by
Obligors for gathering Hydrocarbons, or that shall change the term of such
agreements or quantities to be delivered to the Pipeline under such agreements.

         Section 9.24 Accounting Changes. Borrower shall not and shall not
permit any Subsidiary to make any significant change in accounting treatment or
reporting practices except as required by GAAP, or change the fiscal year of the
Borrower or any Subsidiary.

                                   ARTICLE X
                           Events of Default; Remedies

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

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

               (b) any Obligor shall default in the payment when due of any
         principal of or interest on any of its other Debt aggregating $250,000
         or more, or any event specified in any note, agreement, indenture or
         other document evidencing or relating to any such Debt shall occur if
         the effect of such event is to cause, or (with the giving of any notice
         or the lapse of time or both) to permit the holder or holders of such
         Debt (or a trustee or agent on behalf of such holder or holders) to
         cause, such Debt to become due prior to its stated maturity; or

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

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

               (e) any Obligor shall admit in writing its inability to, or be
         generally unable to, pay its debts as such debts become due; or

               (f) any Obligor shall (i) apply for or consent to the appointment
         of, or the taking of possession by, a receiver, custodian, trustee or
         liquidator of itself or of all or a substantial part of its property,
         (ii) make a general assignment for the benefit of its creditors, (iii)
         commence a voluntary case under the Federal Bankruptcy Code (as now or
         hereafter in effect), (iv) file a petition seeking to take advantage of
         any other law relating to bankruptcy, insolvency, reorganization,
         winding-up, liquidation or composition or readjustment of debts, (v)
         fail to controvert in a timely and appropriate manner, or acquiesce in
         writing to, any petition filed against it in an involuntary case under
         the Federal Bankruptcy Code, or (vi) take any corporate action for the
         purpose of effecting any of the foregoing; or


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<PAGE>

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

               (h) a judgment or judgments for the payment of money in excess of
         $250,000 in the aggregate shall be rendered by a court against any
         Obligor and the same shall not be discharged (or provision shall not be
         made for such discharge), or a stay of execution thereof shall not be
         procured, within the period of time prescribed by applicable rules of
         civil procedure in which to perfect an appeal thereof and such Obligor
         shall not, within said period, or such longer period during which
         execution of the same shall have been stayed, or an appeal therefrom
         shall cause the execution thereof to be stayed during such appeal; or

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

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

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

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

         Section 10.02 Remedies.

               (a) In the case of an Event of Default other than one referred to
         in clauses (e), (f) or (g) of Section 10.01, the Administrative Agent,
         upon request of the Majority Lenders, shall, by notice to the Borrower,
         cancel the Commitments (in whole or part) and/or declare the principal
         amount then outstanding of, and the accrued interest on, the Loans and
         all other amounts payable by the Borrower hereunder and under the Notes
         (including without limitation the payment of cash collateral to secure


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<PAGE>

         the LC Exposure as provided in Section 2.10(b)) to be forthwith due and
         payable, whereupon such amounts shall be immediately due and payable
         without presentment, demand, protest, notice of intent to accelerate,
         notice of acceleration or other formalities of any kind, all of which
         are hereby expressly waived by the Borrower.

               (b) In the case of the occurrence of an Event of Default referred
         to in clauses (e), (f) or (g) of Section 10.01, the Commitments shall
         be automatically canceled and the principal amount then outstanding of,
         and the accrued interest on, the Loans and all other amounts payable by
         the Borrower hereunder and under the Notes (including without
         limitation the payment of cash collateral to secure the LC Exposure as
         provided in Section 2.10(b)) shall become automatically immediately due
         and payable without presentment, demand, protest, notice of intent to
         accelerate, notice of acceleration or other formalities of any kind,
         all of which are hereby expressly waived by the Borrower.

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

         Section 10.03 Gathering Fees; Distributions.

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

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

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

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

                   (i) Until such time as Administrative Agent shall notify such
               Obligors to the contrary, Obligors shall be entitled to receive
               and retain all such Distributions, subject however to the
               security interests created under the Pledges, which liens are


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<PAGE>

               hereby affirmed and ratified. Automatically upon an Event of
               Default under Section 10.01(e), (f) or (g) and upon the
               occurrence and during the continuance of any other Event of
               Default, Administrative Agent may exercise all rights and
               remedies granted under the Pledges, including the right to obtain
               possession of all Distributions then held by Obligors or to
               receive directly from the Subsidiaries and Partnerships making
               such payments all future Distributions attributable to the
               Collateral.

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

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

                                   ARTICLE XI
                            The Administrative Agent

         Section 11.01 Appointment, Powers and Immunities. Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to act as its agent
hereunder and under the Security Instruments with such powers as are
specifically delegated to the Administrative Agent by the terms of this
Agreement and the Security Instruments, together with such other powers as are
reasonably incidental thereto. The Administrative Agent (which term as used in
this sentence and in Section 11.05 and the first sentence of Section 11.06 shall
include reference to its Affiliates and its and its Affiliates' officers,
directors, employees, attorneys, accountants, experts and agents): (i) shall
have no duties or responsibilities except those expressly set forth in the Loan
Documents, and shall not by reason of the Loan Documents be a trustee or
fiduciary for any Lender; (ii) makes no representation or warranty to any Lender
and shall not be responsible to the Lenders for any recitals, statements,
representations or warranties contained in this Agreement, or in any certificate
or other document referred to or provided for in, or received by any of them
under, this Agreement, or for the value, validity, effectiveness, genuineness,
execution, effectiveness, legality, enforceability or sufficiency of this
Agreement, any Note or any other document referred to or provided for herein or
for any failure by any of the Obligors or any other Person (other than the
Administrative Agent) to perform any of its obligations hereunder or thereunder
or for the existence, value, perfection or priority of any collateral security
or the financial or other condition of the Borrower, its Subsidiaries or any
other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be
required to initiate or conduct any litigation of collection proceedings
hereunder; and (iv) shall not be responsible for any action taken or omitted to
be taken by it hereunder or under any other document or instrument referred to
or provided for herein or in connection herewith including its own ordinary
negligence, except for its own gross negligence or willful misconduct. The
Administrative Agent may employ agents, accountants, attorneys and experts and
shall not be responsible for the negligence or misconduct of any such agents,
accountants, attorneys or experts selected by it in good faith or any action
taken or omitted to be taken in good faith by it in accordance with the advice
of such agents, accountants, attorneys or experts. The Administrative Agent may
deem and treat the payee of any Note as the holder thereof for all purposes
hereof unless and until a written notice of the assignment or transfer thereof
permitted hereunder shall have been filed with the Administrative Agent. The
Administrative Agent is authorized to release any collateral that is permitted
to be sold or released pursuant to the terms of the Loan Documents.


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

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

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

         Section 11.05 Indemnification. The Lenders agree to indemnify the
Administrative Agent and the Issuing Bank ratably in accordance with their
percentage shares for the indemnity matters as described in Section 12.03 to the
extent not indemnified or reimbursed by the Obligors under Section 12.03, but
without limiting the obligations of the Obligors under said Section 12.03 and
for any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent or the Issuing Bank in any way relating to or arising out
of: (1) this Agreement, the Security Instruments or any other documents
contemplated by or referred to herein or the transactions contemplated hereby,
but excluding, unless a Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency
duties hereunder or (ii) the enforcement of any of the terms of this Agreement,
any Security Instrument or of any such other documents; WHETHER OR NOT ANY OF
THE FOREGOING SPECIFIED IN THIS SECTION 11.05 ARISES FROM THE SOLE OR CONCURRENT
NEGLIGENCE OF THE ADMINISTRATIVE AGENT OR THE ISSUING BANK, provided that no
Lender shall be liable for any of the foregoing to the extent they arise from
the gross negligence or willful misconduct of the Administrative Agent.

         Section 11.06 Non-Reliance on Administrative Agent and other Lenders.
Each Lender acknowledges and agrees that it has, independently and without
reliance on the Administrative Agent or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis of the Obligors and its decision to enter into this Agreement, and that
it will, independently and without reliance upon the Administrative Agent or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in


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<PAGE>

taking or not taking action under this Agreement. The Administrative Agent shall
not be required to keep itself informed as to the performance or observance by
the Obligors of this Agreement, the Notes, the Security Instruments or any other
document referred to or provided for herein or to inspect the properties or
books of the Obligors. Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of the Obligors (or any
of their Affiliates) which may come into the possession of the Administrative
Agent or any of its Affiliates. In this regard, each Lender acknowledges that
Haynes and Boone, LLP is acting in this transaction as special counsel to the
Administrative Agent only, except to the extent otherwise expressly stated in
any legal opinion or any Loan Document. Each Lender will consult with its own
legal counsel to the extent that it deems necessary in connection with the Loan
Documents and the matters contemplated therein.

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

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




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                                  ARTICLE XII
                                  Miscellaneous

         Section 12.01 Waiver. No failure on the part of the Administrative
Agent or any Lender to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under any of the Loan
Documents shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under any of the Loan Documents
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

         Section 12.02 Notices. All notices and other communications provided
for herein and in the other Loan Documents (including, without limitation, any
modifications of, or waivers or consents under, this Agreement or the other Loan
Documents) shall be given or made by telex, telecopy, courier or U.S. Mail or in
writing and telexed, telecopied, mailed or delivered to the intended recipient
at the "Address for Notices" specified below its name on the signature pages
hereof or in the Loan Documents or, as to any party, at such other address as
shall be designated by such party in a notice to each other party. Except as
otherwise provided in this Agreement or in the other Loan Documents, all such
communications shall be deemed to have been duly given when transmitted, if
transmitted before 1:00 p.m. local time on a Business Day (otherwise on the next
succeeding Business Day) by telex or telecopier and evidence or confirmation of
receipt is obtained, or personally delivered or, in the case of a mailed notice,
three (3) Business Days after the date deposited in the mails, postage prepaid,
in each case given or addressed as aforesaid.

         Section 12.03 Payment of Expenses, Indemnities, etc.

               (a) The Obligors agree:

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

                   (ii) To indemnify the Administrative Agent and each Lender
               and each of their affiliates and each of their officers,
               directors, employees, representatives, agents, attorneys,
               accountants and experts ("Indemnified Parties") from, hold each
               of them harmless against and promptly upon demand pay or
               reimburse each of them for, the indemnity matters which may be
               incurred by or asserted against or involve any of them (whether
               or not any of them is designated a party thereto) as a result of,



                                       57
<PAGE>
               arising out of or in any way related to (i) any actual or
               proposed use by the Borrower or any Guarantor of the proceeds of
               any of the loans or letters of credit, (ii) the execution,
               delivery and performance of the loan documents, (iii) the
               operations of the business of the Obligors and their
               Subsidiaries, (iv) the failure of the Obligors or any Subsidiary
               to comply with the terms of any loan document, or with any
               governmental requirement, (v) any inaccuracy of any
               representation or any breach of any warranty of the Obligors set
               forth in any of the loan documents, (vi) the issuance, execution
               and delivery or transfer of or payment or failure to pay under
               any letter of credit, or (vii) the payment of a drawing under any
               letter of credit notwithstanding the non-compliance, non-delivery
               or other improper presentation of the manually executed draft(s)
               and certification(s), (viii) any assertion that the Lenders were
               not entitled to receive the proceeds received pursuant to the
               Security Instruments, or (ix) any other aspect of the loan
               documents, including, without limitation, the reasonable fees and
               disbursements of counsel and all other expenses incurred in
               connection with investigating, defending or preparing to defend
               any such action, suit, proceeding (including any investigations,
               litigation or inquiries) or claim and INCLUDING ALL INDEMNITY
               MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF ANY
               INDEMNIFIED PARTY, but excluding all indemnity matters arising
               solely by reason of claims between the Lenders or any Lender and
               the Administrative Agent or a Lender's shareholders against the
               Administrative Agent or Lender or by reason of the gross
               negligence or willful misconduct on the part of the Indemnified
               Party; and

                   (iii) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE
               INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS,
               COST RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS,
               DAMAGES AND LIABILITIES TO WHICH ANY SUCH PERSON MAY BECOME
               SUBJECT (I) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO THE
               OBLIGORS OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING
               WITHOUT LIMITATION, THE TREATMENT OR DISPOSAL OF HAZARDOUS
               SUBSTANCES ON ANY OF THEIR PROPERTIES, (II) AS A RESULT OF THE
               BREACH OR NON-COMPLIANCE BY ANY OBLIGOR OR ANY SUBSIDIARY WITH
               ANY ENVIRONMENTAL LAW APPLICABLE TO ANY OBLIGOR OR ANY
               SUBSIDIARY, (III) DUE TO PAST OWNERSHIP BY ANY OBLIGOR OR ANY
               SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF
               THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT
               THE TIME, COULD RESULT IN PRESENT LIABILITY, (IV) THE PRESENCE,
               USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS
               SUBSTANCES ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY
               ANY OBLIGOR OR ANY SUBSIDIARY, OR (V) ANY OTHER ENVIRONMENTAL,
               HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS.

               (b) No Indemnified Party may settle any claim to be indemnified
         without the consent of the indemnitor, such consent not to be
         unreasonably withheld; provided, that the indemnitor may not reasonably
         withhold consent to any settlement that an Indemnified Party proposes,
         if the indemnitor does not have the financial ability to pay all its
         obligations outstanding and asserted against the indemnitor at that
         time, including the maximum potential claims against the Indemnified
         Party to be indemnified pursuant to this Section 12.03.


                                       58
<PAGE>

               (c) In the case of any indemnification hereunder, the
         Administrative Agent or Lender, as appropriate shall give notice to the
         Obligors of any such claim or demand being made against the Indemnified
         Party and the Obligors shall have the non-exclusive right to join in
         the defense against any such claim or demand provided that if any
         Obligor provides a defense, the Indemnified Party shall bear its own
         cost of defense unless there is a conflict between the Obligors and
         such Indemnified Party.

               (d) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED
         PARTIES NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND
         OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN
         AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES
         OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF
         ONE OR MORE OF THE INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY
         IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNIFIED PARTIES. To
         the extent that an Indemnified Party is found to have committed an act
         of gross negligence or willful misconduct, this contractual obligation
         of indemnification shall continue but shall only extend to the portion
         of the claim that is deemed to have occurred by reason of events other
         than the gross negligence or willful misconduct of the Indemnified
         Party.

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

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

         Section 12.04 Amendments, Etc. Any provision of this Agreement or any
other Loan Document may be amended, modified or waived with the Obligors' and
the Majority Lenders' prior written consent; provided that (i) no amendment,
modification or waiver which extends the final maturity of the Loans, increases
the Aggregate Maximum Revolving Credit Amounts, forgives the principal amount of
any Indebtedness outstanding under this Agreement, releases any Guarantor of the
Indebtedness, or releases Security Instruments which in the aggregate cover a
material portion of the Mortgaged Property reduces the interest rate applicable
to the Loans or the fees payable to the Lenders generally, affects Section
2.03(a), this Section 12.04 or Section 12.06(a) or modifies the definition of
"Majority Lenders" shall be effective without consent of all Lenders; (ii) no
amendment, modification or waiver which increases the Maximum Revolving Credit
Amount of any Lender shall be effective without the consent of such Lender; and
(iii) no amendment, modification or waiver which modifies the rights, duties or
obligations of the Administrative Agent shall be effective without the consent
of the Administrative Agent.

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

         Section 12.06 Assignments and Participations.

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


                                       59
<PAGE>

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

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

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


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<PAGE>

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

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

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

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

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

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

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

         Section 12.12 NO ORAL AGREEMENTS. THE LOAN DOCUMENTS EMBODY THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDE ALL OTHER
AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING TO THE SUBJECT
MATTER HEREOF AND THEREOF. THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT



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<PAGE>

BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         Section 12.13 GOVERNING LAW, SUBMISSION TO JURISDICTION.

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

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

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


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

               (e) THE BORROWER, EACH GUARANTOR AND EACH LENDER HEREBY (I)
         IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED
         BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
         THIS AGREEMENT OR ANY SECURITY INSTRUMENT AND FOR ANY COUNTERCLAIM
         THEREIN; (II) IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED
         BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH
         LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES,
         OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (III) CERTIFY
         THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF ADMINISTRATIVE AGENT OR
         COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
         OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
         TO ENFORCE THE FOREGOING WAIVERS, AND (IV) ACKNOWLEDGE THAT IT HAS BEEN
         INDUCED TO ENTER INTO THIS AGREEMENT, THE SECURITY INSTRUMENTS AND THE
         TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS,
         THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.13.

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


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expressly designated as interest payments hereunder) as an expense or fee rather
than as interest, (b) exclude voluntary pre-payments and the effect thereof, and
(c) amortize and spread the total amount of interest throughout the entire
stated term of the Loans so that the interest rate is uniform throughout such
term; provided that if the Loans are paid in full prior to the end of the full
contemplated term hereof, and if the interest received for the actual period of
existence thereof exceeds the Highest Lawful Rate, if any, then the Lenders
shall refund to Borrower the amount of such excess, or credit the amount of such
excess against the aggregate unpaid principal balance of all Loans made by
Lender. As used herein, the term "Maximum Amount" means the maximum nonusurious
amount of interest which may be lawfully contracted for, reserved, charged,
collected or received by Lender in connection with the indebtedness evidenced by
this Agreement, the Notes and other Loan Documents under all Applicable Usury
Laws. Texas Finance Code, Chapter 346, which regulates certain revolving loan
accounts and revolving tri-party accounts, shall not apply to any revolving loan
accounts created under, or apply in any manner to, the Note, this Agreement or
the other Loan Documents.

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


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

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                       Signatures begin on the next page.]





















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                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]



         IN WITNESS WHEREOF, the undersigned, with the intent of being legally
bound hereby, have caused this Revolving Credit Note to be executed this 27th
day of December, 2002.

ATTEST:                               BORROWER:

                                      ATLAS PIPELINE PARTNERS, L.P., a Delaware
                                      limited partnership

                          (SEAL)
                                      By: Atlas Pipeline Partners GP, LLC,
                                          its General Partner

By: /s/  Rochelle Ryan
    ----------------------------
Name:  Rochelle Ryan                        By:/s/  Michael L. Staines
       -------------------------               ---------------------------------
Title: Assistant Secretary                     Michael L. Staines, President
       -------------------------












                   [SIGNATURE PAGE TO THE CREDIT AGREEMENT ]

<PAGE>


         IN WITNESS WHEREOF, the undersigned, with the intent of being legally
bound hereby, have caused this Revolving Credit Note to be executed this 27th
day of December, 2002.

                                 GUARANTORS:

                                 ATLAS PIPELINE PARTNERS GP, LLC, a Delaware
                                 limited liability company



                                 By: /s/  Michael L. Staines
                                     -------------------------------------------
                                     Michael L. Staines, President


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

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

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


                                         By: /s/  Michael L. Staines
                                             -----------------------------------
                                             Michael L. Staines, President

                                 ATLAS PIPELINE OHIO, LLC, a Pennsylvania
                                 limited liability company

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

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


                                         By: /s/  Michael L. Staines
                                             -----------------------------------
                                             Michael L. Staines, President



                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>


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

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

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


                                         By: /s/  Michael L. Staines
                                             -----------------------------------
                                             Michael L. Staines, President

                                 ATLAS PIPELINE OPERATING PARTNERSHIP, a
                                 Delaware limited partnership

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


                                     By: /s/  Michael L. Staines
                                         ---------------------------------------
                                         Michael L. Staines, President







                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>



                             LENDER, ADMINISTRATIVE AGENT AND
                             ISSUING BANK:

                             WACHOVIA BANK, NATIONAL ASSOCIATION
                             Individually, Administrative Agent and Issuing Bank



                             By: /s/  Russell Clingman
                                ------------------------------------------
                                Russell Clingman
                                Director


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

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




                    [SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>


                                     ANNEX I
                                     -------

           LIST OF PERCENTAGE SHARES, MAXIMUM REVOLVING CREDIT AMOUNTS


--------------------------------------------------------------------------------
        Name of Lender                Percentage           Maximum Revolving
                                        Share               Credit Amount

--------------------------------------------------------------------------------

Wachovia Bank, National Association      100%                 $7,500,000

--------------------------------------------------------------------------------

            TOTAL                        100%                 $7,500,000.00
--------------------------------------------------------------------------------





                                Annex I - Page 1



<PAGE>

                                    EXHIBIT A
                                    ---------

                                  FORM OF NOTE
                                  ------------


December 27, 2002                                                  $7,500,000.00


         FOR VALUE RECEIVED, ATLAS PIPELINE PARTNERS, L.P., a Delaware limited
partnership (the "Borrower") hereby promises to pay to the order of [WACHOVIA
BANK, NATIONAL ASSOCIATION] a national banking association (the "Lender"), at
the Principal Office of Wachovia Bank, National Association (the "Administrative
Agent"), at 301 South College Street, Charlotte, North Carolina 28288, the
principal sum of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000) or
such lesser amount as shall equal the aggregate unpaid principal amount of the
Loans made by the Lender to the Borrower under the Credit Agreement as
hereinafter defined), in lawful money of the United States of America and in
immediately available funds, on the dates and in the principal amounts provided
in the Credit Agreement, and to pay interest on the unpaid principal amount of
each such Loan, at such office, in like money and funds, for the period
commencing on the date of such Loan until such Loan shall be paid in full, at
the rates per annum and on the dates provided in the Credit Agreement.

         The date, amount, Type, interest rate, Interest Period and maturity of
each Loan made by the Lender to the Borrower, and each payment made on account
of the principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Note, endorsed by the Lender on the schedules
attached hereto or any continuation thereof.

         This Note is one of the Notes referred to in the Credit Agreement dated
as of December 27, 2002, among the Borrower, the Lenders which are or become
parties thereto (including the Lender) and the Administrative Agent (as the same
may be amended or supplemented from time to time, the "Credit Agreement"), and
evidences Loans made by the Lender thereunder. Capitalized terms used in this
Note have the respective meanings assigned to them in the Credit Agreement.

         This Note is issued pursuant to the Credit Agreement and is entitled to
the benefits provided for in the Credit Agreement and the Security Instruments.
This Note is in partial renewal, extension, modification but not discharge or
novation of that certain Revolving Credit Note dated October 26, 2000, in the
original principal amount of $5,000,000.00 from Atlas Pipeline Partners, L.P., a
Delaware limited partnership, payable to the order of PNC Bank, National
Association and that certain Revolving Credit Note dated October 26, 2000, in
the original principal amount of $5,000,000.00 from Atlas Pipeline Partners,
L.P., a Delaware limited partnership, payable to the order of First Union
National Bank (now known as Wachovia Bank, National Association), (together, the
"Prior Notes") which Prior Notes have been assigned in part to Lender under that
certain Assignment of Note, Documents, and Liens of even date herewith between
Borrower, Lender and others. The Credit Agreement provides for the acceleration




                                                              Exhibit A - Page 1



<PAGE>




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

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

                                  ATLAS PIPELINE PARTNERS, L.P., a
                                  Delaware limited partnership


                                  By: Atlas Pipeline Partners GP, LLC, its
                                      General Partner


                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________











                                                              Exhibit A - Page 2






<PAGE>


                                    EXHIBIT B
                                    ---------

             FORM OF BORROWING, CONTINUATION AND CONVERSION REQUEST
             ------------------------------------------------------

                               _____________, 200_


         ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the
"Borrower"), pursuant to the Credit Agreement dated as of December 27, 2002,
among the Borrower, certain Subsidiaries of the Borrower, Wachovia Bank,
National Association, as Administrative Agent for the lenders (the "Lenders")
which are or become parties thereto, and such Lenders (together with all
amendments or supplements thereto, the "Credit Agreement"), hereby makes the
requests indicated below (unless otherwise defined herein, capitalized terms are
defined in the Credit Agreement):

         1.  Loans:

         (a) Aggregate amount of new Loans to be $____________;

         (b) Requested funding date is _______________, 200__;

         (c) $__________________ of such borrowings are to be LIBOR Loans;

             $__________________ of such borrowings are to be Base Rate Loans;
             and

         (d) Length of Interest Period for LIBOR Loans is:

             _____________________________.

         2.  LIBOR Loan Continuation for LIBOR Loans maturing on_______________:

         (a) Aggregate amount to be continued as LIBOR Loans is $______________;

         (b) Aggregate amount to be converted to Base Rate Loans is $__________;

         (c) Length of Interest Period for continued LIBOR Loans is____________.

         3.  Conversion of Outstanding Base Rate Loans to LIBOR Loans:

             Convert $____________________ of the outstanding Base Rate Loans to
             LIBOR Loans on____________________ with an Interest Period of
             ________________________.



                                                              Exhibit B - Page 1


<PAGE>

        4. Conversion of outstanding LIBOR Loans to Base Rate Loans:

           Convert $_______________ of the outstanding LIBOR Loans with Interest
           Period maturing on _______________, 200__, to Base Rate Loans.

         The undersigned certifies that he is the _______________ of Atlas
Pipeline Partners GP, LLC, the general partner of the Borrower, and that as such
he is authorized to execute this certificate on behalf of the Borrower. The
undersigned further certifies, represents and warrants on behalf of the Borrower
that the Borrower is entitled to receive the requested borrowing, continuation
or conversion under the terms and conditions of the Credit Agreement.

                                      ATLAS PIPELINE PARTNERS, L.P., a
                                      Delaware limited partnership

                                      By: Atlas Pipeline Partners GP, LLC, its
                                          general partner


                                      By:_______________________________________
                                      Name:_____________________________________
                                      Title:____________________________________









                                                              Exhibit B - Page 2





<PAGE>


                                    EXHIBIT C
                                    ---------

                         FORM OF COMPLIANCE CERTIFICATE
                         ------------------------------

         The undersigned hereby certifies that he is the _______________ of
Atlas Pipeline Partners GP, LLC, the general partner of ATLAS PIPELINE PARTNERS,
L.P., a Delaware limited partnership (the "Borrower") and that as such he is
authorized to execute this certificate on behalf of the Borrower. With reference
to the Credit Agreement dated as of December 27, 2002, among the Borrower, Atlas
Pipeline Partners GP, LLC, a Delaware limited liability company, Atlas Pipeline
New York, LLC, a Pennsylvania limited liability company, Atlas Pipeline Ohio,
LLC, a Pennsylvania limited liability company, Atlas Pipeline Pennsylvania, LLC,
a Pennsylvania limited liability company, and Atlas Pipeline Operating
Partnership, L.P., a Delaware limited partnership (each an "Obligor" and
collectively, the "Obligors"), Wachovia Bank, National Association, as
Administrative Agent for the lenders (the "Lenders") which are or become a party
thereto (together with all amendments or supplements thereto being the "Credit
Agreement"), the undersigned represents and warrants as follows (each
capitalized term used herein having the same meaning given to it in the Credit
Agreement unless otherwise specified):

                  (a) The representations and warranties of the Obligors
         contained in Article VII of the Credit Agreement and in the Security
         Instruments and otherwise made in writing by or on behalf of the
         Obligors pursuant to the Credit Agreement and the Security Instruments
         were true and correct when made, and are repeated at and as of the time
         of delivery hereof and are true and correct at and as of the time of
         delivery hereof, except as such representations and warranties are
         modified to give effect to the transactions expressly permitted by the
         Credit Agreement.

                  (b) The Obligors have performed and complied with all
         agreements and conditions contained in the Credit Agreement and in the
         Security Instruments required to be performed or complied with by it
         prior to or at the time of delivery hereof.

                  (c) None of the Obligors nor any Subsidiary has incurred any
         material liabilities, direct or contingent, since _________________,
         except those set forth in Schedule 9.01 to the Credit Agreement and
         except those allowed by the terms of the Credit Agreement or consented
         to by the Lenders in writing.

                  (d) Since __________________, no change has occurred, either
         in any case or in the aggregate, in the condition, financial or
         otherwise, of the Obligors or any Subsidiary which would have a
         Material Adverse Effect.

                  (e) There exists, and, after giving effect to the loan or
         loans with respect to which this certificate is being delivered, will
         exist, no Default under the Credit Agreement or any event or
         circumstance which constitutes, or with notice or lapse of time (or
         both) would constitute, an event of default under any loan or credit
         agreement, indenture, deed of trust, security agreement or other



                                                              Exhibit C - Page 1

<PAGE>

         agreement or instrument evidencing or pertaining to any Debt of the
         Obligors or any Subsidiary, or under any material agreement or
         instrument to which any Obligor or any Subsidiary is a party or by
         which any Obligor or any Subsidiary is bound.

                  (f) The financial statements furnished to the Administrative
         Agent with this certificate fairly present the consolidated financial
         condition and results of operations of the Borrower and its
         Consolidated Subsidiaries as at the end of, and for, the [fiscal
         quarter] [fiscal year] ending _________________ and such financial
         statements have been approved in accordance with the accounting
         procedures specified in the Credit Agreement.

                  (g) Attached hereto are the detailed computations necessary to
         determine whether the Borrower and its Consolidated Subsidiaries are in
         compliance with Sections 9.13, 9.14 and 9.15 of the Credit Agreement as
         of the end of the [fiscal quarter] [fiscal year] ending
         _________________.

         EXECUTED AND DELIVERED this _________ day of 200___.

                                      ATLAS PIPELINE PARTNERS, L.P., a
                                      Delaware limited partnership

                                      By: Atlas Pipeline Partners GP, LLC, its
                                          general partner


                                      By:_______________________________________
                                      Name:_____________________________________
                                      Title:____________________________________







                                                              Exhibit C - Page 2



<PAGE>


                                    EXHIBIT D
                                    ---------

                              SECURITY INSTRUMENTS
                              --------------------


1.   Amended and Restated Open-End Mortgage, Security Agreement and Financing
     Statement, dated December 27, 2002, from Atlas Pipeline New York, LLC to
     Wachovia Bank, National Association, Administrative Agent, covering
     properties in Chautauqua County, New York.

2.   Amended and Restated Open-End Mortgage, Security Agreement and Financing
     Statement, dated December 27, 2002, from Atlas Pipeline Ohio, LLC to
     Wachovia Bank, National Association, Administrative Agent, covering
     properties in Columbiana, Coshocton, Guernsey, Harrison, Holmes, Lawrence,
     Mahoning, Medina, Muskingum, Noble, Portage, Stark, Summit, Trumbull,
     Tuscarwas, Washington, and Wayne Counties, Ohio.

3.   Amended and Restated Open-End Mortgage, Security Agreement and Financing
     Statement, dated December 27, 2002, from Atlas Pipeline Pennsylvania, LLC
     to Wachovia Bank, National Association, Administrative Agent, covering
     properties in Armstrong, Butler, Elk, Fayette, Indiana, Lawrence, Mercer,
     Venango, Warren, Washington, and Westmoreland Counties, Pennsylvania.

4.   Open-End Mortgage, Security Agreement and Financing Statement, dated
     December 27, 2002, from Atlas Pipeline Pennsylvania, LLC to Wachovia Bank,
     National Association, Administrative Agent, covering properties in Crawford
     and Greene Counties, Pennsylvania

5.   Amended and Restated Pledge Agreement, Assignment and Security Agreement
     dated December 27, 2002 from Atlas Pipeline Partners, L.P. to Wachovia
     Bank, National Association, Administrative Agent.

6.   Amended and Restated Pledge Agreement, Assignment and Security Agreement
     dated December 27, 2002 from Atlas Pipeline Operating Partnership, L.P. to
     Wachovia Bank, National Association, Administrative Agent.

7.   Amended and Restated Pledge Agreement, Assignment and Security Agreement
     dated December 27, 2002 from Atlas Pipeline New York, LLC to Wachovia Bank,
     National Association, Administrative Agent.

8.   Amended and Restated Pledge Agreement, Assignment and Security Agreement
     dated December 27, 2002 from Atlas Pipeline Ohio, LLC to Wachovia Bank,
     National Association, Administrative Agent.

9.   Amended and Restated Pledge Agreement, Assignment and Security Agreement
     dated December 27, 2002 from Atlas Pipeline Pennsylvania, LLC to Wachovia
     Bank, National Association, Administrative Agent.


                                                              Exhibit D - Page 1

<PAGE>

10.  Assignment of Notes, Documents and Liens dated effective as of December 27,
     2002 from PNC Bank, National Association and Wachovia Bank, National
     Association (formerly First Union National Bank) to Wachovia Bank, National
     Association, Administrative Agent to be filed in various counties and
     jurisdictions in New York, Ohio and Pennsylvania as more particularly
     described therein.













                                                              Exhibit D - Page 2

<PAGE>


                                    EXHIBIT E
                                    ---------

                          FORM OF ASSIGNMENT AGREEMENT
                          ----------------------------


         ASSIGNMENT AGREEMENT ("Agreement") dated as of ____________, 200___
between _____________________________ (the "Assignor") and _____________________
(the "Assignee").

                                    RECITALS
                                    --------

         A. The Assignor is a party to the Credit Agreement dated as of December
27, 2002 (as amended and supplemented and in effect from time to time, the
"Credit Agreement") among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited
partnership (the "Borrower"), each of the lenders that is or becomes a party
thereto as provided in Section 12.06 of the Credit Agreement (individually,
together with its successors and assigns, a "Lender," and collectively, together
with their successors and assigns, the "Lenders"), and WACHOVIA BANK, NATIONAL
ASSOCIATION, in its individual capacity, and as administrative agent for the
Lenders (in such capacity, together with its successors in such capacity, the
"Administrative Agent").

         B. The Assignor proposes to sell, assign and transfer to the Assignee,
and the Assignee proposes to purchase and assume from the Assignor, [all] [a
portion] of the Assignor's Maximum Revolving Credit Amount, outstanding Loans
and its Percentage Share of the outstanding LC Exposure, all on the terms and
conditions of this Agreement.

         C. In consideration of the foregoing and the mutual agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                   ARTICLE I.

                                   Definitions
                                   -----------

         Section 1.01. Definitions. All capitalized terms used but not defined
herein have the respective meanings given to such terms in the Credit Agreement.

         Section 1.02. Other Definitions. As used herein, the following terms
have the following respective meanings:

               "Assigned Interest" shall mean all of Assignor's (in its capacity
         as a "Lender") rights and obligations (i) under the Credit Agreement
         and the other Security Instruments in respect of the Maximum Revolving
         Credit Amount of the Assignor in the principal amount equal to
         $____________, including, without limitation, any obligation to
         participate pro rata in any LC Exposure, and (ii) to make Loans under
         the Maximum Revolving Credit Amount and any right to receive payments



                                                              Exhibit E - Page 1

<PAGE>

         for the Loans outstanding under the Maximum Revolving Credit Amount
         assigned hereby and made up of the following amounts:

                  Loans                                  Amount
                  -----                                  ------

                  Revolving Credit                       $________________

          (the "Loan Balance"), plus the interest and fees which will accrue
          from and after the Assignment Date.

         "Assignment Date" shall mean ________________, 200___.


                                   ARTICLE II.

                               Sale and Assignment
                               -------------------

         Section 2.01. Sale and Assignment. On the terms and conditions set
forth herein, effective on and as of the Assignment Date, the Assignor hereby
sells, assigns, and transfers to the Assignee, and the Assignee hereby purchases
and assumes from the Assignor, all of the right, title and interest of the
Assignor in and to, and all of the obligations of the Assignor in respect of,
the Assigned Interest. Such sale, assignment and transfer is without recourse
and, except as expressly provided in this Agreement, without representation or
warranty.

         Section 2.02. Assumption of Obligations. The Assignee agrees with the
Assignor (for the express benefit of the Assignor and the Borrower) that the
Assignee will, from and after the Assignment Date, perform all of the
obligations of the Assignor in respect of the Assigned Interest. From and after
the Assignment Date: (a) the Assignor shall be released from the Assignor's
obligations in respect of the Assigned Interest, and (b) the Assignee shall be
entitled to all of the Assignor's rights, powers and privileges under the Credit
Agreement and the other Security Instruments in respect of the Assigned
Interest.

         Section 2.03. Consent by Agent. By executing this Agreement as provided
below, in accordance with Section 12.06(b) of the Credit Agreement, the
Administrative Agent hereby acknowledges notice of the transactions contemplated
by this Agreement and consents to such transactions.

                                  ARTICLE III.

                                    Payments
                                    --------

         Section 3.01. Payments. As consideration for the sale, assignment and
transfer contemplated by Section 2.01 hereof, the Assignee, shall, on the
Assignment Date, assume Assignor's obligations in respect of the Assigned
Interest and pay to the Assignor an amount equal to the Loan Balance, if any. An
amount equal to all accrued and unpaid interest and fees shall be paid to the
Assignor as provided in Section 3.02(iii) below. Except as otherwise provided in
this Agreement, all payments hereunder shall be made in Dollars and in
immediately available funds, without set off, deduction or counterclaim.



                                                              Exhibit E - Page 2

<PAGE>


         Section 3.02. Allocation of Payments. The Assignor and the Assignee
agree that (i) the Assignor shall be entitled to any payments of principal with
respect to the Assigned Interest made prior to the Assignment Date, together
with any interest and fees with respect to the Assigned Interest accrued prior
to the Assignment Date, (ii) the Assignee shall be entitled to any payments of
principal with respect to the Assigned Interest made from and after the
Assignment Date, together with any and all interest and fees with respect to the
Assigned Interest accruing from and after the Assignment Date, and (iii) the
Administrative Agent is authorized and instructed to allocate payments received
by it for account of the Assignor and the Assignee as provided in the foregoing
clauses. Each party hereto agrees that it will hold any interest, fees, or other
amounts that it may receive to which the other party hereto shall be entitled
pursuant to the preceding sentence for account of such other party and pay, in
like money and funds, any such amounts that it may receive to such other party
promptly upon receipt.

         Section 3.03. Delivery of Notes. Promptly following the receipt by the
Assignor of the consideration required to be paid under Section 3.01 hereof, the
Assignor shall, in the manner contemplated by Section 12.06(b) of the Credit
Agreement, (i) deliver to the Administrative Agent (or its counsel) the Note[s]
held by the Assignor and (ii) notify the Administrative Agent to request that
the Borrower execute and deliver new Notes to the Assignor, if Assignor
continues to be a Lender, and the Assignee, dated the date of this agreement in
respective principal amounts equal to the respective Maximum Revolving Credit
Amounts of the Assignor (if appropriate) and the Assignee after giving effect to
the sale, assignment and transfer contemplated hereby.

         Section 3.04. Further Assurances. The Assignor and the Assignee hereby
agree to execute and deliver such other instruments, and take such other
actions, as either party may reasonably request in connection with the
transactions contemplated by this Agreement.

                                  ARTICLE IV.

                              Conditions Precedent
                              --------------------

         Section 4.01. Conditions Precedent. The effectiveness of the sale,
assignment and transfer contemplated hereby is subject to the satisfaction of
each of the following conditions precedent:

               (a) the execution and delivery of this Agreement by the Assignor
         and the Assignee;

               (b) the receipt by the Assignor of the payment required to be
         made by the Assignee under Section 3.01 hereof; and

               (c) the acknowledgment and consent by the Administrative Agent
         contemplated by Section 2.03 hereof.




                                                              Exhibit E - Page 3
<PAGE>

                                   ARTICLE V.

                         Representations and Warranties
                         ------------------------------

         Section 5.01. Representations and Warranties of the Assignor. The
Assignor represents and warrants to the Assignee as follows:

               (a) it has all requisite power and authority, and has taken all
         action necessary to execute and deliver this Agreement and to fulfill
         its obligations under, and consummate the transactions contemplated by,
         this Agreement;

               (b) the execution, delivery and compliance with the terms hereof
         by Assignor and the delivery of all instruments required to be
         delivered by it hereunder do not and will not violate any Governmental
         Requirement applicable to it;

               (c) this Agreement has been duly executed and delivered by it and
         constitutes the legal, valid and binding obligation of the Assignor,
         enforceable against it in accordance with its terms;

               (d) all approvals and authorizations of, all filings with and all
         actions by any Governmental Authority necessary for the validity or
         enforceability of its obligations under this Agreement have been
         obtained;

               (e) the Assignor has good title to, and is the sole legal and
         beneficial owner of, the Assigned Interest, free and clear of all
         Liens, claims, participations or other charges of any nature
         whatsoever; and

               (f) the transactions contemplated by this Agreement are
         commercial banking transactions entered into in the ordinary course of
         the banking business of the Assignor.

         Section 5.02. Disclaimer. Except as provided in Section 5.01 hereof,
the Assignor does not make any representation or warranty, nor shall it have any
responsibility to the Assignee, with respect to the accuracy of any recitals,
statements, representations or warranties contained in the Credit Agreement or
in any certificate or other document referred to or provided for in, or received
by any Lender under, the Credit Agreement, or for the value, validity,
effectiveness, genuineness, execution, effectiveness, legality, enforceability,
or sufficiency of the Credit Agreement, the Notes or any other document referred
to or provided for therein or for any failure by the Borrower or any other
Person (other than Assignor) to perform any of its obligations thereunder prior
or for the existence, value, perfection or priority of any collateral security
or the financial or other condition of the Borrower or the Subsidiaries, or any
other matter relating to the Credit Agreement or any other Security Instrument
or any extension of credit thereunder.

         Section 5.03. Representations and Warranties of the Assignee. The
Assignee represents and warrants to the Assignor as follows:

               (a) it has all requisite power and authority, and has taken all
         action necessary to execute and deliver this Agreement and to fulfill
         its obligations under, and consummate the transactions contemplated by,
         this Agreement;



                                                              Exhibit E - Page 4

<PAGE>

               (b) the execution, delivery and compliance with the terms hereof
         by Assignee and the delivery of all instruments required to be
         delivered by it hereunder do not and will not violate any Governmental
         Requirement applicable to it;

               (c) this Agreement has been duly executed and delivered by it and
         constitutes the legal, valid and binding obligations of the Assignee,
         enforceable against it in accordance with the terms;

               (d) all approvals and authorizations of all filings with and all
         actions by any Governmental Authority necessary for the validity or
         enforceability of its obligations under this Agreement have been
         obtained;

               (e) the Assignee has fully reviewed the terms of the Credit
         Agreement and the other Security Instruments and has independently and
         without reliance upon the Assignor, and based on such information as
         the Assignee has deemed appropriate, made its own credit analysis and
         decision to enter into this Agreement;

               (f) the Assignee hereby affirms that the representations
         contained in Section 4.06(d)[(i)][(ii)] of the Credit Agreement are
         true and accurate as to it [IF (ii) IS SELECTED ADD: and, the Assignee
         has contemporaneously herewith delivered to the Administrative Agent
         and the Borrower such certifications as are required thereby to avoid
         the withholding taxes referred to in Section 4.06]; and

               (g) the transactions contemplated by this Agreement are
         commercial banking transactions entered into in the ordinary course of
         the banking business of the Assignee.

                                   ARTICLE VI.

                                  Miscellaneous
                                  -------------

         Section 6.01. Notices. All notices and other communications provided
for herein (including, without limitation, any modifications of, or waivers,
requests or consents under, this Agreement) shall be given or made in writing
(including, without limitation, by telex or telecopy) to the intended recipient
at its "Address for Notices" specified below its name on the signature pages
hereof or, as to either party, at such other address as shall be designated by
such party in a notice to the other party.

         Section 6.02. Amendment, Modification or Waiver. No provision of this
Agreement may be amended, modified or waived except by an instrument in writing
signed by the Assignor and the Assignee, and consented to by the Administrative
Agent.

         Section 6.03. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. The representations and warranties made herein
by the Assignee are also made for the benefit of the Administrative Agent and
the Borrower, and the Assignee agrees that the Administrative Agent and the
Borrower are entitled to rely upon such representations and warranties.



                                                              Exhibit E - Page 5

<PAGE>

         Section 6.04. Assignments Neither party hereto may assign any of its
rights or obligations hereunder except in accordance with the terms of the
Credit Agreement.

         Section 6.05. Captions. The captions and section headings appearing
herein are included solely for convenience of reference and are not intended to
affect the interpretation of any provision of this Agreement.

         Section 6.06. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be identical and all of which, taken
together, shall constitute one and the same instrument, and each of the parties
hereto may execute this Agreement by signing any such counterpart.

         Section 6.07. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of Texas.

         Section 6.08. Expenses. To the extent not paid by the Borrower pursuant
to the terms of the Credit Agreement, each party hereto shall bear its own
expenses in connection with the execution, delivery and performance of this
Agreement.

         Section 6.09. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                                              Exhibit E - Page 6

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be executed and delivered as of the date first above written.

                                    ASSIGNOR:
                                    ---------

                                    ____________________________________________


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                    Address for Notices:

                                    ____________________________________________
                                    ____________________________________________
                                    ____________________________________________


                                    Telecopier No.:_____________________________
                                    Telephone No.:______________________________
                                    Attention:__________________________________



                                    ASSIGNEE:
                                    ---------

                                    ____________________________________________


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                    Address for Notices:

                                    ____________________________________________
                                    ____________________________________________
                                    ____________________________________________


                                    Telecopier No.:_____________________________
                                    Telephone No.:______________________________
                                    Attention:__________________________________


                                                              Exhibit E - Page 7

<PAGE>

ACKNOWLEDGED AND CONSENTED TO:


________________________________________
As Administrative Agent


By:_____________________________________
Name:___________________________________
Title:__________________________________















                                                              Exhibit E - Page 8

<PAGE>

                                    EXHIBIT F
                                    ---------

                          FORM OF CONSENT TO ASSIGNMENT

The undersigned (collectively, the "Atlas Counterparty") acknowledges that Atlas
Pipeline Partners, L.P., a Delaware limited partnership (the "Borrower"), Atlas
Pipeline Operating Partnership, L.P., a Delaware limited partnership ("OLP"),
Atlas Pipeline New York, LLC, a Pennsylvania limited liability company ("Atlas
New York"), Atlas Pipeline Ohio, LLC, a Pennsylvania limited liability company
("Atlas Ohio"), and Atlas Pipeline Pennsylvania, LLC, a Pennsylvania limited
liability company ("Atlas Pennsylvania," together with Borrower, OLP, Atlas New
York, and Atlas Ohio, collectively, "Debtor"), for the purpose of securing
obligations of the Debtor incurred pursuant to the Credit Agreement hereinafter
referenced, has collaterally assigned or may in the future collaterally assign
to Wachovia Bank, National Association, as administrative agent (together with
its successors and assigns in such capacity, the "Administrative Agent"), all of
such Debtor's right, title, interest, claim, and demand in, under, and to the
Assigned Agreements (as such term is herein defined), and all accounts and
general intangibles consisting of, relating to or otherwise arising out of such
Debtor's right, title, interest, claim, and demand in and to all of such
Debtor's rights to payment of every kind under and by virtue of the Assigned
Agreements. The Atlas Counterparty further acknowledges that the rights and
interests of the Debtor to receive proceeds under the Assigned Agreements, as
applicable, together with any security interests securing the payment thereof,
have been pledged to the Administrative Agent as collateral for the Indebtedness
under the Credit Agreement, for the benefit of the Lenders.

         As a condition to the Lenders extending credit as contemplated by the
Credit Agreement, the Administrative Agent and the Lenders have required the
execution and delivery of this Consent to Assignment (this "Consent").
Accordingly, each of the undersigned agrees as follows:

         1. Definitions.

               (a) The following capitalized terms shall have the meanings set
         forth below:

               Assigned Agreements means each of the agreements described on
         Exhibit A attached hereto and each other agreement entered into by the
         Atlas Counterparty and any Debtor, as the same may be amended or
         replaced from time to time.

               Credit Agreement means the Credit Agreement dated as of December
         27, 2002, among the Borrower, Atlas Pipeline Partners GP, LLC, a
         Delaware limited liability company (the "General Partner"), Atlas New
         York, Atlas Ohio, Atlas Pennsylvania, OLP (OLP, the General Partner,
         Atlas New York, Atlas Ohio, Atlas Pennsylvania, collectively, the
         "Guarantors"), Wachovia Bank, National Association, as Administrative
         Agent and the lenders from time to time parties thereto (the
         "Lenders"), as the same may from time to time be amended or restated.

               (b) All capitalized terms used but not defined herein shall have
         the meaning set forth in the Credit Agreement.

         2. Consent to Assignment. The Atlas Counterparty (a) agrees and
consents to the collateral assignment by the Debtor to the Administrative Agent
of such Debtor's rights under the Assigned Agreements, (b) subject to the terms
of the Assigned Agreements, agrees to perform its respective obligations under
each Assigned Agreement to which it is a party, and (c) agrees, upon the
occurrence and during the continuance of an Event of Default under the Credit


                                                              Exhibit F - Page 1

<PAGE>

Agreement and receipt of notice thereof from the Administrative Agent, to
deliver any proceeds which the Debtor is entitled to receive under the
applicable Assigned Agreements directly to the Administrative Agent.

         3. Assigned Agreements. The Atlas Counterparty (a) represents and
warrants as of the date hereof that (i) each Assigned Agreement is currently in
full force and effect, (ii) there have been no amendments or modifications to
any Assigned Agreement, and (iii) there are no defaults on the part of the Atlas
Counterparty under any Assigned Agreement, and (b) confirms that as of the date
hereof (i) it is not aware of any sale or assignment or grant of security or
other interests in any Assigned Agreement by the Debtor, other than with respect
to liens granted in connection with the Credit Agreement, (ii) it has no
knowledge of any default under any Assigned Agreement on the part of the Debtor
party thereto, and (iii) it has no knowledge of any event that has occurred that
would constitute a default under any Assigned Agreement upon the giving of
notice or the lapse of time or both.

         4. Foreclosure. The Atlas Counterparty agrees that in the event the
Administrative Agent exercises its rights to foreclose on all or any part of the
interest of the Debtor in and to any Assigned Agreement(s), or upon a transfer
of the Assigned Agreements by conveyance in lieu of foreclosure (the purchaser
at foreclosure or the transferee in lieu of foreclosure, including the
Administrative Agent if it is such purchaser or transferee, being herein called
"New Owner"), such applicable Assigned Agreement(s) shall continue in full force
and effect as a direct agreement between the Atlas Counterparty and New Owner;
provided, that the Assigned Agreements are otherwise in full force and effect
and in all cases subject to the terms, covenants, conditions and agreements set
forth in the applicable Assigned Agreement(s); and provided further, that (a)
the Administrative Agent or other New Owner shall first cure all outstanding
defaults of the Debtor under the applicable Assigned Agreement, and (b) the New
Owner is approved by the Atlas Counterparty. The Atlas Counterparty agrees it
shall give such approval if the New Owner has industry experience and its
financial condition is acceptable to the Atlas Counterparty acting in good faith
and in a commercially reasonable manner, and such New Owner assumes the
obligations of the Debtor under the applicable Assigned Agreement(s) pursuant to
an assumption agreement reasonably satisfactory to the Atlas Counterparty;
provided, however, that in no event shall the New Owner be: (x) liable for any
act, omission, default, misrepresentation, or breach of warranty by any Debtor,
nor shall New Owner be liable for any Debtor's obligations accruing prior to New
Owner's assumption of the applicable Assigned Agreement(s), other than the
obligations to cure all outstanding defaults of the Debtor under the applicable
Assigned Agreement as set forth in clause (a) of the second proviso of the
preceding sentence; (y) subject to any offset, defense, claim or counterclaim
which the Debtor might be entitled to assert against any previous counterparty;
or (z) bound by any amendment or modification of an Assigned Agreement made in
contravention of the terms of the Credit Agreement, unless any such amendment or
modification has been consented to or waived by the Administrative Agent.

         5. Collateral Access. To the extent that the Debtor's property
constituting Collateral is located at, on or in any property of the Atlas
Counterparty subject to an Assigned Agreement, the Atlas Counterparty agrees
that after the occurrence and during the continuance of an Event of Default, the
Atlas Counterparty shall permit the Administrative Agent to have access to such
Collateral during normal business hours to prepare and show the Collateral for
sale and/or conduct a sale thereof, or remove the Collateral from such
locations; provided, that such sale or removal of the Collateral is completed
within a commercially reasonable period of time (not to exceed 90 days). In
addition, such occupancy shall otherwise be subject to and in accordance with
the terms of the applicable Assigned Agreement.

         6. Subordination. The Atlas Counterparty agrees that to the extent that
it has a lien in or on, or a possessory right to, any Collateral located on any
property of the Atlas Counterparty subject to an Assigned Agreement, the Atlas
Counterparty subordinates such lien in favor of the liens and security interests
held by the Administrative Agent to secure the Indebtedness under the Credit
Agreement; provided however, that in no event shall such subordination prevent


                                                              Exhibit F - Page 2

<PAGE>


the Atlas Counterparty from (a) exercising any other right or remedy it may have
under any Assigned Agreement (other than any rights relating to liens in favor
of the Atlas Counterparty provided for in the applicable Assigned Agreement,
which liens are expressly subordinated in favor of the liens and security
interests held by Administrative Agent, as provided herein), including, but not
limited to, any right to terminate any such Assigned Agreement, or (b) receiving
or enforcing its right to receive payments under the Assigned Agreements (other
than through the enforcement of liens in favor of the Atlas Counterparty
provided for in the applicable Assigned Agreement) or under this Consent,
including, but not limited to, any payments to be made under Section 4 hereof.

         7. Notices. The Atlas Counterparty agrees it will send to the
Administrative Agent a copy of each written notice delivered by the Atlas
Counterparty to the Debtor which relates to any alleged default under the
Assigned Agreements. Such copy shall be delivered to the Administrative Agent
at:

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

         8. Right to Cure. The Administrative Agent, at its option, shall have
the right to perform any of the Debtor's responsibilities under the Assigned
Agreements (subject, in each case, to the terms of the applicable agreement),
and shall have at least 30 days to cure any default thereunder after notice to
the Administrative Agent of such default. Subject to the provisions of Section 4
of this Consent, the Administrative Agent shall not have any obligation to
perform the Debtor's obligations under the Assigned Agreements unless such
obligations are expressly assumed in writing by an instrument executed by the
Administrative Agent.

         9. Amendments to Credit Agreements and Related Loan Documents. The
Administrative Agent and the Lenders may enter into renewals and extensions of,
amendments to, and waivers under, the Credit Agreement and other Loan Documents
as therein defined without the consent of the Atlas Counterparty that is not a
party to such Loan Document.

         10. Amendments. Any provision of this Consent may be amended or waived
if, and only if, such amendment or waiver is in writing and signed by each of
the undersigned and the Administrative Agent.

         11. Counterparts. This Consent may be signed in any number of
counterparts, each of which shall be an original, and all of which taken
together shall constitute a single agreement, with the same effect as if the
signatories thereto and hereto were upon the same instrument. This Consent shall
become effective when executed by each of the parties listed on the signature
pages hereof.

         12. Binding Effect. This Consent shall be binding upon each of the
undersigned and their permitted successors and assigns, and shall inure to the
benefit of the Administrative Agent, the Lenders, and their respective
successors and assigns. This Consent shall be governed by, and construed in
accordance with, the laws of the state of Texas and applicable United States
federal law.

       [Remainder of Page Intentionally Blank. Signature Pages to Follow.]



                                                              Exhibit F - Page 3
<PAGE>

EXECUTED as of December 27, 2002.


                                  ATLAS AMERICA, INC., a Delaware corporation


                                  By:___________________________________________
                                     Michael L. Staines
                                     Senior Vice President

                                  ATLAS ENERGY GROUP, INC., an Ohio corporation



                                  By:___________________________________________
                                     Steven J. Kessler
                                     Senior Vice President

                                 ATLAS NOBLE CORPORATION., a
                                 Delaware corporation

                                 VIKING RESOURCES CORPORATION, a
                                 Pennsylvania corporation

                                 RESOURCE ENERGY, INC., a
                                 Delaware corporation



                                 By:____________________________________________
                                    Michael L. Staines
                                    President

                                 ATLAS RESOURCES, INC., a
                                 Pennsylvania corporation



                                 By:____________________________________________
                                    Freddie M. Kotek
                                    President




                                                              Exhibit F - Page 4
<PAGE>





Acknowledged by:

WACHOVIA BANK, NATIONAL ASSOCIATION
as Administrative Agent


By:_____________________________________
Name:___________________________________
Title:__________________________________






                                                              Exhibit F - Page 5
<PAGE>



                                   EXHIBIT G-1
                                   -----------

                         FORM OF GUARANTY OF SUBSIDIARY
                         ------------------------------


               AMENDED AND RESTATED CONTINUING GUARANTY AGREEMENT
               --------------------------------------------------


         THIS AMENDED AND RESTATED CONTINUING GUARANTY AGREEMENT (this "Guaranty
Agreement"), dated as of December __, 2002, is made by _______________, a
___________ [limited liability company/limited partnership] (the "Guarantor"),
in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the
Lenders (the "Administrative Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, the Lenders have agreed to make extensions of credit including
but not limited to Loans and Letters of Credit in the maximum aggregate
principal amount not to exceed $15,000,000 at any one time outstanding to Atlas
Pipeline Partners, L.P., a Delaware limited partnership (the "Borrower"),
pursuant to that certain Credit Agreement dated as of December 27, 2002, by and
among the Borrower, the financial institutions party thereto (the "Lenders"),
and Wachovia Bank, National Association, in its capacity of the issuer of
certain letters of credit and as the Administrative Agent for the Lenders
thereunder (the Credit Agreement together with the exhibits and schedules
thereto and all extensions, renewals, amendments, substitutions and replacements
thereto and thereof is herein referred to as the "Credit Agreement");

         WHEREAS, (i) the Letters of Credit may be issued under the Credit
Agreement for the account of one or more of the Guarantors, (ii) the proceeds of
the Loans under the Credit Agreement may be used by the Borrower to make loans
to one or more of the Guarantors and for other general corporate purposes of the
Borrower and the Guarantors, and (iii) Hedging Agreements may be entered into by
one or more of the Guarantors and any Lender or its Affiliate, all as permitted
pursuant to the Credit Agreement and all of which will directly and indirectly
benefit the Borrower and the Guarantors;

         WHEREAS, as a condition precedent to extending credit to the Borrower
pursuant to the Credit Agreement, the Lenders have required that, inter alia,
each of the Guarantors execute and deliver to the Administrative Agent, for and
on behalf of the Lenders, a guaranty agreement;

         WHEREAS, the Guarantor has determined, reasonably and in good faith,
that (i) it has adequate capital to conduct its business as presently conducted
and as proposed to be conducted, (ii) it will be able to meet its obligations
hereunder and in respect of its existing and future indebtedness and liabilities
(contingent or otherwise) as and when the same shall become due and payable,
including those under this Guaranty Agreement, (iii) it is otherwise solvent and
(iv) the execution and delivery of this Guaranty Agreement and the consummation
of the transactions contemplated hereby will not render it insolvent;


                                                            Exhibit G-1 - Page 1

<PAGE>

         WHEREAS, the Guarantor has determined that the execution and delivery
of this Guaranty Agreement is in furtherance of its organizational purposes and
in its best interest and that it will derive substantial benefit, whether
directly or indirectly, from the making of this Guaranty Agreement, having
regard for all relevant facts and circumstances; and

         WHEREAS, the Guarantor has agreed to execute and deliver this Guaranty
Agreement to the Administrative Agent, for the benefit of the Lenders.

         NOW THEREFORE, for good and valuable consideration the receipt of which
is hereby acknowledged, and in order to induce the Lenders to make Loans to the
Borrower pursuant to the Credit Agreement by fulfilling the requirements of the
Credit Agreement, the Guarantor agrees, for the benefit of each Lender, as
follows:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1 Certain Terms. The following capitalized terms when used in
this Guaranty Agreement, including its preamble and recitals, shall have the
following meanings (such definitions to be equally applicable to the singular
and plural forms thereof):

         "Administrative Agent" is defined in the preamble.

         "Borrower" is defined in the first recital.

         "Commitments" means each Commitment as defined in the Credit Agreement.

         "Credit Agreement" is defined in the first recital.

         "Guarantor" is defined in the preamble.

         "Guaranty Agreement" is defined in the preamble.

         "Lenders" is defined in the first recital.

         "Subsidiary Guarantor" means Subsidiaries of Borrower that have
guaranteed all or any part of the Obligations.

         "Taxes" is defined in clause (1) of Section 2.7.

         "U.C.C." means the Uniform Commercial Code as in effect in the State of
Texas.

         SECTION 1.2 Credit Agreement Definitions. Unless otherwise defined
herein or the context otherwise requires, capitalized terms used in this
Guaranty Agreement, including its preamble and recitals, have the meanings
provided in the Credit Agreement.


                                                            Exhibit G-1 - Page 2

<PAGE>

         SECTION 1.3 U.C.C. Definitions. Unless otherwise defined herein or the
context otherwise requires, terms for which meanings are provided in the U.C.C.
are used in this Guaranty Agreement, including its preamble and recitals, with
such meanings.

                                   ARTICLE II

                               GUARANTY PROVISIONS

         SECTION 2.1 Guaranty Agreement. The Guarantor hereby absolutely,
unconditionally, and irrevocably (1) guarantees the full and punctual payment
when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise, of all Indebtedness of the Borrower and each
other Obligor now or hereafter existing under each of the Credit Agreement, the
Notes and each other Loan Document to which the Borrower or such other Obligor
is or may become a party, whether for principal, interest, fees, expenses or
otherwise (including all such amounts which would become due but for the
operation of the automatic stay under Section 362(a) of the United States
Bankruptcy Code, 11 U.S.C. ss.362(a), and the operation of Sections 502(b) and
506(b) of the United States Bankruptcy Code, 11 U.S.C. ss.502(b) and ss.506(b)),
and (2) indemnifies and holds harmless each Lender and each holder of a Note for
any and all costs and expenses (including reasonable attorney's fees and
expenses) incurred by such Lender or such holder, as the case may be, in
enforcing any rights under this Guaranty Agreement; provided, however, that the
Guarantor shall be liable under this Guaranty Agreement for the maximum amount
of such liability that can be hereby incurred without rendering this Guaranty
Agreement, as it relates to the Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any
greater amount. This Guaranty Agreement constitutes a guaranty of payment when
due and not of collection, and the Guarantor specifically agrees that it shall
not be necessary or required that any Lender or any holder of any Note exercise
any right, assert any claim or demand or enforce any remedy whatsoever against
the Borrower or any other Obligor (or any other Person) before or as a condition
to the obligations of the Guarantor hereunder.

         SECTION 2.2 Acceleration of Guaranty Agreement. The Guarantor agrees
that, in the event of the occurrence of any event of the type described in
Section 10.01(e), (f) or (g) of the Credit Agreement, with respect to the
Borrower, any other Obligor or the Guarantor, and if such event shall occur at a
time when any of the Indebtedness may not then be due and payable by the
Borrower due to any automatic stay or other debtor relief laws, the Guarantor
will pay to the Lenders forthwith the full amount which would be payable
hereunder by the Guarantor if all such Indebtedness were then due and payable.

         SECTION 2.3 Guaranty Agreement Absolute, etc. This Guaranty Agreement
shall in all respects be a continuing, absolute, unconditional and irrevocable
guaranty of payment, and shall remain in full force and effect until all
Indebtedness of the Borrower and each other Obligor has been paid in full, all
obligations of the Guarantor hereunder shall have been paid in full, all
Commitments shall have terminated and all Lender Hedging Agreements have
terminated. Guarantor may not rescind or revoke its obligations hereunder. The
Guarantor guarantees that the Indebtedness of the Borrower and each other
Obligor will be paid strictly in accordance with the terms of the Credit
Agreement and each other Loan Document under which they arise, regardless of any


                                                            Exhibit G-1 - Page 3

<PAGE>


law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of any Lender or any holder of any
Note with respect thereto. The liability of the Guarantor under this Guaranty
Agreement shall be absolute, unconditional and irrevocable irrespective of: (1)
any lack of validity, legality or enforceability of the Credit Agreement, any
Note or any other Loan Document; (2) the failure of any Lender or any holder of
any Note (a) to assert any claim or demand or to enforce any right or remedy
against the Borrower, any other Obligor or any other Person (including any other
guarantor) under the provisions of the Credit Agreement, any Note, any other
Loan Document or otherwise, or (b) to exercise any right or remedy against any
other guarantor of, or collateral securing, any Indebtedness of the Borrower or
any other Obligor; (3) any change in the time, manner or place of payment of, or
in any other term of, all or any of the Indebtedness of the Borrower or any
other Obligor, or any other extension, compromise or renewal of any Indebtedness
of the Borrower or any other Obligor; (4) any reduction, limitation, impairment
or termination of any Indebtedness of the Borrower or any other Obligor for any
reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to (and the Guarantor hereby waives any
right to or claim of) any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality, nongenuineness,
irregularity, compromise, unenforceability of, or any other event or occurrence
affecting, any Indebtedness of the Borrower, any other Obligor or otherwise; (5)
any amendment to, rescission, waiver, or other modification of, or any consent
to departure from, any of the terms of the Credit Agreement, any Note or any
other Loan Document; (6) any addition, exchange, release, surrender or
non-perfection of any collateral, or any amendment to or waiver or release or
addition of, or consent to departure from, any other guaranty, held by any
Lender or any holder of any Note securing any of the Indebtedness of the
Borrower or any other Obligor; (7) the insolvency or bankruptcy of, or similar
event affecting, the Borrower or any other Obligor; or (8) any other
circumstance which might otherwise constitute a defense available to, or a legal
or equitable discharge of, the Borrower, any other Obligor, any surety or any
guarantor. Guarantor waives all rights and defenses which may arise with respect
to any of the foregoing, and Guarantor waives any right to revoke this Guaranty
Agreement with respect to future indebtedness. Guarantor waives all rights or
defenses under (1) Section 34.01 et seq. of the Texas Business and Commerce
Code, as amended, (2) Section 17.001 of the Texas Civil Practice and Remedies
Code, as amended, (3) Rule 31 of the Texas Rules of Civil Procedure, as amended,
or (4) common law, in equity, under contract, by statute, or otherwise.

         SECTION 2.4 Reinstatement. The Guarantor agrees that this Guaranty
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any payment (in whole or in part) of any of the Indebtedness is
rescinded or must otherwise be restored by any Lender or any holder of any Note,
upon the insolvency, bankruptcy or reorganization of the Borrower, any other
Obligor or otherwise, all as though such payment had not been made.

         SECTION 2.5 Waiver, etc. The Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Indebtedness of the Borrower or any other Obligor and this Guaranty Agreement
and any requirement that the Administrative Agent, any other Lender or any
holder of any Note protect, secure, perfect or insure any security interest or
Lien, or any property subject thereto, or exhaust any right or take any action



                                                            Exhibit G-1 - Page 4

<PAGE>

against the Borrower, any other Obligor or any other Person (including any other
guarantor) or entity or any collateral securing the Indebtedness of the Borrower
or any other Obligor, as the case may be.

         SECTION 2.6 Waiver of Subrogation. Until the Indebtedness is paid in
full, all Commitments have terminated and all Lender Hedging Agreements have
terminated, the Guarantor shall not enforce or exercise any claim or other
rights which it may now or hereafter acquire against the Borrower or any other
Obligor that arise from the existence, payment, performance or enforcement of
the Guarantor's obligations under this Guaranty Agreement or any other Loan
Document, including any right of subrogation, reimbursement, exoneration, or
indemnification, any right to participate in any claim or remedy of the Lenders
against the Borrower or any other Obligor or any collateral which the
Administrative Agent now has or hereafter acquires, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including the right to take or receive from the Borrower or any other Obligor,
directly or indirectly, in cash or other property or by set-off or in any
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
such amount shall be deemed to have been paid to the Guarantor for the benefit
of, and held in trust for, the Lenders, and shall forthwith be paid to the
Lenders to be credited and applied upon the Indebtedness, whether matured or
unmatured. The Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by the Credit Agreement
and that the waiver set forth in this Section is knowingly made in contemplation
of such benefits.

         SECTION 2.7 Payments Free and Clear of Taxes, etc. The Guarantor hereby
agrees that:

                  (a) All payments by the Guarantor hereunder shall be made in
accordance with Section 4.06 of the Credit Agreement free and clear of and
without deduction for any present or future income, excise, stamp or franchise
taxes and other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, but excluding franchise taxes and
taxes imposed on or measured by any Lender's net income or receipts (such
non-excluded items being called "Taxes"). In the event that any withholding or
deduction from any payment to be made by the Guarantor hereunder is required in
respect of any Taxes pursuant to any applicable law, rule or regulation, then
the Guarantor will (i) pay directly to the relevant authority the full amount
required to be so withheld or deducted; (ii) promptly forward to such Lender an
official receipt or other documentation satisfactory to such Lender evidencing
such payment to such authority; and (iii) pay to such Lender such additional
amount or amounts as is necessary to ensure that the net amount actually
received by such Lender will equal the full amount such Lender would have
received had no such withholding or deduction been required. Moreover, if any
Taxes are directly asserted against any Lender with respect to any payment
received by such Lender hereunder, such Lender may pay such Taxes and the
Guarantor will promptly pay such additional amounts (including, if incurred as a
result of Guarantor's or the Borrower's action, omission or delay, any
penalties, interest or expenses) as is necessary in order that the net amount
received by such Lender after the payment of such Taxes (including any Taxes on
such additional amount) shall equal the amount such Lender would have received
had such Taxes not been asserted.


                                                            Exhibit G-1 - Page 5

<PAGE>

                  (b) If the Guarantor fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to any Lender the required
receipts or other required documentary evidence, the Guarantor shall indemnify
such Lender for any incremental Taxes, interest or penalties that may become
payable by such Lender as a result of any such failure.

                  (c) Without prejudice to the survival of any other agreement
of the Guarantor hereunder, the agreements and obligations of the Guarantor
contained in this Section 2.7 shall survive the payment in full of the principal
of and interest on the Loans.

         SECTION 2.8 Contribution Agreement. Upon full and final payment of the
Indebtedness, Guarantor and all other Subsidiary Guarantors which have made
payments upon all or any part of the Indebtedness shall be entitled to
contribution from all of the other Subsidiary Guarantors, to the end that all
such payments upon the Indebtedness shall be shared among all Subsidiary
Guarantors who guaranteed such Indebtedness in proportion to their respective
Net Worths (defined below), provided that the contribution obligations of each
of the Subsidiary Guarantors shall be limited to the maximum amount that it can
pay at such time without rendering its contribution obligations voidable under
applicable law relating to fraudulent conveyances or fraudulent transfers. As
used in this subsection, the "Net Worth" of each of the Subsidiary Guarantors
means, at any time, the remainder of (i) the fair value of such Subsidiary
Guarantor's assets (other than such right of contribution), minus (ii) the fair
value of such Subsidiary Guarantor's liabilities (other than its liabilities
under its guaranty of the Indebtedness).

         SECTION 2.9 Subordination. Guarantor hereby subordinates and makes
inferior to the Indebtedness any and all Intercompany Debt now or at any time
hereafter owed by the Borrower or other Obligor to the Guarantor. Guarantor
agrees that after the occurrence of any Default or Event of Default under the
Credit Agreement, it will not permit the Borrower to repay such Intercompany
Debt or any part thereof and it will not accept payment from the Borrower of
such Intercompany Debt or any part thereof without the prior written consent of
the Majority Lenders as defined in the Credit Agreement. If Guarantor receives
any such payment without the prior required written consent, the amount so paid
shall be held in trust for the benefit of the Lenders, shall be segregated from
the other funds of such Guarantor, and shall forthwith be paid over to the
Administrative Agent to be held by the Administrative Agent as collateral for,
or then or at any time thereafter applied in whole or in part by the
Administrative Agent against, all or any portions of the Indebtedness, whether
matured or unmatured, in such order as the Administrative Agent shall elect.

                                   ARTICLE III

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         SECTION 3.1 Representations, Warranties and Covenants. By execution
hereof, Guarantor covenants and agrees that certain representations, warranties,
terms, covenants, and conditions set forth in the Credit Agreement and other
Loan Documents are applicable to Guarantor and shall be imposed upon Guarantor,
and Guarantor reaffirms that each such representation and warranty is true and


                                                            Exhibit G-1 - Page 6

<PAGE>

correct and covenants and agrees to promptly and properly perform, observe, and
comply with each such term, covenant, or condition. Moreover, Guarantor
acknowledges and agrees that this Guaranty Agreement is subject to the offset
provisions of the Credit Agreement in favor of the Administrative Agent and the
Lenders.

                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS

         SECTION 4.1 Loan Document. This Guaranty Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

         SECTION 4.2 Releases. At such time as the Loans shall have been paid in
full, the Commitments have been terminated and no Lender Hedging Agreements are
outstanding, the Administrative Agent shall, at the request and expense of the
Guarantor following such termination, promptly execute and deliver to the
Guarantor such documents and instruments as the Guarantor shall reasonably
request to evidence termination and release of this Guaranty Agreement.

         SECTION 4.3  Administrative Agent and Lenders; Successors and Assigns.

                  (a) The Administrative Agent is Administrative Agent for each
Lender under the Credit Agreement. All rights granted to Administrative Agent
under or in connection with this Guaranty Agreement are for each Lender's
ratable benefit. The Administrative Agent may, without the joinder of any
Lender, exercise any rights in Administrative Agent's or Lenders' favor under or
in connection with this Guaranty Agreement. The Administrative Agent's and each
Lender's rights and obligations vis-a-vis each other may be subject to one or
more separate agreements between those parties. However, the Guarantor is not
required to inquire about any such agreement and is not subject to any terms of
it unless the Guarantor specifically enters into such agreement. Therefore,
neither Guarantor nor its successors or assigns is entitled to any benefits or
provisions of any such separate agreement nor is it entitled to rely upon or
raise as a defense any party's failure or refusal to comply with the provisions
of any such agreement.

                  (b) This Guaranty Agreement benefits the Administrative Agent,
the Lenders, and their respective successors and assigns and binds Guarantor and
its successors and assigns. Upon appointment of any successor Administrative
Agent under the Credit Agreement, all of the rights of Administrative Agent
under this Guaranty Agreement automatically vests in that new Administrative
Agent as successor Administrative Agent on behalf of Lenders without any further
act, deed, conveyance, or other formality other than that appointment. The
rights of the Administrative Agent and the Lenders under this Guaranty Agreement
may be transferred with any assignment of the obligations hereby guaranteed
pursuant to and in accordance with the terms of the Credit Agreement. The Credit
Agreement contains provisions governing assignments of the obligations
guaranteed under this Guaranty Agreement.



                                                            Exhibit G-1 - Page 7
<PAGE>


         SECTION 4.4 Amendments, etc. No amendment to or waiver of any provision
of this Guaranty Agreement, nor consent to any departure by the Guarantor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by or on behalf of the party against whom it is sought to be enforced
and is in conformity with the requirements of Section 12.04 of the Credit
Agreement. Each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

         SECTION 4.5 Addresses for Notices to the Guarantor. All notices and
other communications hereunder to the Guarantor shall be in writing and mailed
or delivered to it, addressed to it at the address set forth below or at such
other address as shall be designated by the Guarantor in a written notice to the
Administrative Agent at the address specified in the Credit Agreement complying
as to delivery with the terms of this Section. All such notices and other
communications shall, when mailed, be effective when deposited in the mails,
addressed as aforesaid. Address for notices:

                  [_________________________]
                  c/o Resource America, Inc.
                  1845 Walnut Street, 10th Floor
                  Philadelphia, Pennsylvania 19103
                  Attn:  Steven Kessler
                  Facsimile: (215) 546-4785
                  Telephone: (215) 546-5005

         SECTION 4.6 No Waiver; Remedies. In addition to, and not in limitation
of, Section 2.3 and Section 2.5, no failure on the part of any Lender or any
holder of a Note to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

         SECTION 4.7 Section Captions. Section captions used in this Guaranty
Agreement are for convenience of reference only, and shall not affect the
construction of this Guaranty Agreement.

         SECTION 4.8 Setoff. In addition to, and not in limitation of, any
rights of any Lender or any holder of a Note under applicable law, upon the
occurrence of an Event of Default under or as defined in the Credit Agreement,
each Lender and each such holder shall be entitled to exercise any right of
offset or banker's lien against each and every account and other property or
interest that the Guarantor may now or hereafter have with, or which is now or
hereafter in the possession of, any such Lender, to the extent of the full
amount of the Indebtedness.

         SECTION 4.9 Severability. Wherever possible each provision of this
Guaranty Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Guaranty Agreement
shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Guaranty Agreement.

                                                            Exhibit G-1 - Page 8

<PAGE>

         SECTION 4.10 Governing Law. THIS GUARANTY AGREEMENT SHALL BE DEEMED TO
BE A CONTRACT UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF TEXAS AND
APPLICABLE FEDERAL LAW. THIS GUARANTY AGREEMENT AND THE OTHER LOAN DOCUMENTS
CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH
RESPECT THERETO.

         SECTION 4.11 Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
GUARANTY AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE LENDERS OR THE GUARANTOR MAY BE
BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF TEXAS OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS. THE GUARANTOR HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS
OF THE STATE OF TEXAS AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF TEXAS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION. THE GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF TEXAS. THE
GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

         SECTION 4.12 Waiver of Jury Trial. THE GUARANTOR HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS GUARANTY AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE LENDERS OR THE
GUARANTOR. THE GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THE CREDIT AGREEMENT.



                                                            Exhibit G-1 - Page 9
<PAGE>


         SECTION 4.13 Continuation of Guaranty. This Guaranty Agreement is in
renewal, extension, modification but not discharge or novation of that certain
Guaranty Agreement dated as of October 26, 2000, executed by Guarantor in favor
of PNC Bank, National Association, in its capacity as agent, together with all
extensions, renewals, amendments, substitutions and replacements thereof.

         SECTION 4.14 Amendment and Restatement. Guarantor and Administrative
Agent acknowledge that this Guaranty Agreement amends and restates the
Guarantor's obligations pursuant to that certain Guaranty Agreement dated as of
October 26, 2000, by Guarantor and the other guarantors party thereto accepted
by PNC Bank, National Association, as agent.

         SECTION 4.15 Entire Agreement. THIS GUARANTY AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

        Remainder of Page Intentionally Blank. Signature Page to Follow.









                                                           Exhibit G-1 - Page 10


<PAGE>


         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty Agreement to
be duly executed and delivered by an officer duly authorized as of the date
first written above.

                                  GUARANTOR:

                                  _____________________, a __________________
                                  [limited partnership/limited liability company


                                  By:___________________________________________






                       [SIGNATURES CONTINUED ON NEXT PAGE]




                                                           Exhibit G-1 - Page 11


<PAGE>



          This Guaranty Agreement is accepted by the Administrative Agent, for
and on behalf of the Lenders, as of the date first written above.

                                     WACHOVIA BANK, NATIONAL ASSOCIATION,
                                     in its capacity as Administrative Agent


                                     By:________________________________________
                                        Russell Clingman
                                        Director







                                                           Exhibit G-1 - Page 12

<PAGE>

                                   EXHIBIT G-2
                                   -----------

                       FORM OF GUARANTY OF GENERAL PARTNER
                       -----------------------------------


                          CONTINUING GUARANTY AGREEMENT
                          -----------------------------


         THIS CONTINUING GUARANTY AGREEMENT (this "Guaranty Agreement"), dated
as of December __, 2002, is made by _______________, a ___________ [limited
liability company/limited partnership] (the "Guarantor"), in favor of WACHOVIA
BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the
"Administrative Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, the Lenders have agreed to make extensions of credit including
but not limited to Loans and Letters of Credit in the maximum aggregate
principal amount not to exceed $15,000,000 at any one time outstanding to Atlas
Pipeline Partners, L.P., a Delaware limited partnership (the "Borrower"),
pursuant to that certain Credit Agreement dated as of December 27, 2002, by and
among the Borrower, the financial institutions party thereto (the "Lenders"),
and Wachovia Bank, National Association, in its capacity of the issuer of
certain letters of credit and as the Administrative Agent for the Lenders
thereunder (the Credit Agreement together with the exhibits and schedules
thereto and all extensions, renewals, amendments, substitutions and replacements
thereto and thereof is herein referred to as the "Credit Agreement");

         WHEREAS, (i) the Letters of Credit may be issued under the Credit
Agreement for the account of one or more of the Guarantors, (ii) the proceeds of
the Loans under the Credit Agreement may be used by the Borrower to make loans
to one or more of the Guarantors and for other general corporate purposes of the
Borrower and the Guarantors, and (iii) Hedging Agreements may be entered into by
one or more of the Guarantors and any Lender or its Affiliate, all as permitted
pursuant to the Credit Agreement and all of which will directly and indirectly
benefit the Borrower and the Guarantors;

         WHEREAS, as a condition precedent to extending credit to the Borrower
pursuant to the Credit Agreement, the Lenders have required that, inter alia,
each of the Guarantors execute and deliver to the Administrative Agent, for and
on behalf of the Lenders, a guaranty agreement;

         WHEREAS, the Guarantor has determined, reasonably and in good faith,
that (i) it has adequate capital to conduct its business as presently conducted
and as proposed to be conducted, (ii) it will be able to meet its obligations
hereunder and in respect of its existing and future indebtedness and liabilities
(contingent or otherwise) as and when the same shall become due and payable,
including those under this Guaranty Agreement, (iii) it is otherwise solvent and
(iv) the execution and delivery of this Guaranty Agreement and the consummation
of the transactions contemplated hereby will not render it insolvent;


                                                            Exhibit G-2 - Page 1


<PAGE>

         WHEREAS, the Guarantor has determined that the execution and delivery
of this Guaranty Agreement is in furtherance of its organizational purposes and
in its best interest and that it will derive substantial benefit, whether
directly or indirectly, from the making of this Guaranty Agreement, having
regard for all relevant facts and circumstances; and

         WHEREAS, the Guarantor has agreed to execute and deliver this Guaranty
Agreement to the Administrative Agent, for the benefit of the Lenders.

         NOW THEREFORE, for good and valuable consideration the receipt of which
is hereby acknowledged, and in order to induce the Lenders to make Loans to the
Borrower pursuant to the Credit Agreement by fulfilling the requirements of the
Credit Agreement, the Guarantor agrees, for the benefit of each Lender, as
follows:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1 Certain Terms. The following capitalized terms when used in
this Guaranty Agreement, including its preamble and recitals, shall have the
following meanings (such definitions to be equally applicable to the singular
and plural forms thereof):

         "Administrative Agent" is defined in the preamble.

         "Borrower" is defined in the first recital.

         "Commitments" means each Commitment as defined in the Credit Agreement.

         "Credit Agreement" is defined in the first recital.

         "Guarantor" is defined in the preamble.

         "Guaranty Agreement" is defined in the preamble.

         "Lenders" is defined in the first recital.

         "Taxes" is defined in clause (1) of Section 2.7.

         "U.C.C." means the Uniform Commercial Code as in effect in the State of
Texas.

         SECTION 1.2 Credit Agreement Definitions. Unless otherwise defined
herein or the context otherwise requires, capitalized terms used in this
Guaranty Agreement, including its preamble and recitals, have the meanings
provided in the Credit Agreement.

         SECTION 1.3 U.C.C. Definitions. Unless otherwise defined herein or the
context otherwise requires, terms for which meanings are provided in the U.C.C.
are used in this Guaranty Agreement, including its preamble and recitals, with
such meanings.


                                                            Exhibit G-2 - Page 2
<PAGE>


                                   ARTICLE II

                               GUARANTY PROVISIONS

         SECTION 2.1 Guaranty Agreement. The Guarantor hereby absolutely,
unconditionally, and irrevocably (1) guarantees the full and punctual payment
when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise, of all Indebtedness of the Borrower and each
other Obligor now or hereafter existing under each of the Credit Agreement, the
Notes and each other Loan Document to which the Borrower or such other Obligor
is or may become a party, whether for principal, interest, fees, expenses or
otherwise (including all such amounts which would become due but for the
operation of the automatic stay under Section 362(a) of the United States
Bankruptcy Code, 11 U.S.C. ss.362(a), and the operation of Sections 502(b) and
506(b) of the United States Bankruptcy Code, 11 U.S.C. ss.502(b) and ss.506(b)),
and (2) indemnifies and holds harmless each Lender and each holder of a Note for
any and all costs and expenses (including reasonable attorney's fees and
expenses) incurred by such Lender or such holder, as the case may be, in
enforcing any rights under this Guaranty Agreement. This Guaranty Agreement
constitutes a guaranty of payment when due and not of collection, and the
Guarantor specifically agrees that it shall not be necessary or required that
any Lender or any holder of any Note exercise any right, assert any claim or
demand or enforce any remedy whatsoever against the Borrower or any other
Obligor (or any other Person) before or as a condition to the obligations of the
Guarantor hereunder.

         SECTION 2.2 Acceleration of Guaranty Agreement. The Guarantor agrees
that, in the event of the occurrence of any event of the type described in
Section 10.01(e), (f) or (g) of the Credit Agreement, with respect to the
Borrower, any other Obligor or the Guarantor, and if such event shall occur at a
time when any of the Indebtedness may not then be due and payable by the
Borrower due to any automatic stay or other debtor relief laws, the Guarantor
will pay to the Lenders forthwith the full amount which would be payable
hereunder by the Guarantor if all such Indebtedness were then due and payable.

         SECTION 2.3 Guaranty Agreement Absolute, etc. This Guaranty Agreement
shall in all respects be a continuing, absolute, unconditional and irrevocable
guaranty of payment, and shall remain in full force and effect until all
Indebtedness of the Borrower and each other Obligor has been paid in full, all
obligations of the Guarantor hereunder shall have been paid in full, all
Commitments shall have terminated and all Lender Hedging Agreements have
terminated. Guarantor may not rescind or revoke its obligations hereunder. The
Guarantor guarantees that the Indebtedness of the Borrower and each other
Obligor will be paid strictly in accordance with the terms of the Credit
Agreement and each other Loan Document under which they arise, regardless of any
law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of any Lender or any holder of any
Note with respect thereto. The liability of the Guarantor under this Guaranty
Agreement shall be absolute, unconditional and irrevocable irrespective of: (1)
any lack of validity, legality or enforceability of the Credit Agreement, any
Note or any other Loan Document; (2) the failure of any Lender or any holder of
any Note (a) to assert any claim or demand or to enforce any right or remedy
against the Borrower, any other Obligor or any other Person (including any other



                                                            Exhibit G-2 - Page 3

<PAGE>

guarantor) under the provisions of the Credit Agreement, any Note, any other
Loan Document or otherwise, or (b) to exercise any right or remedy against any
other guarantor of, or collateral securing, any Indebtedness of the Borrower or
any other Obligor; (3) any change in the time, manner or place of payment of, or
in any other term of, all or any of the Indebtedness of the Borrower or any
other Obligor, or any other extension, compromise or renewal of any Indebtedness
of the Borrower or any other Obligor; (4) any reduction, limitation, impairment
or termination of any Indebtedness of the Borrower or any other Obligor for any
reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to (and the Guarantor hereby waives any
right to or claim of) any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality, nongenuineness,
irregularity, compromise, unenforceability of, or any other event or occurrence
affecting, any Indebtedness of the Borrower, any other Obligor or otherwise; (5)
any amendment to, rescission, waiver, or other modification of, or any consent
to departure from, any of the terms of the Credit Agreement, any Note or any
other Loan Document; (6) any addition, exchange, release, surrender or
non-perfection of any collateral, or any amendment to or waiver or release or
addition of, or consent to departure from, any other guaranty, held by any
Lender or any holder of any Note securing any of the Indebtedness of the
Borrower or any other Obligor; (7) the insolvency or bankruptcy of, or similar
event affecting, the Borrower or any other Obligor; or (8) any other
circumstance which might otherwise constitute a defense available to, or a legal
or equitable discharge of, the Borrower, any other Obligor, any surety or any
guarantor. Guarantor waives all rights and defenses which may arise with respect
to any of the foregoing, and Guarantor waives any right to revoke this Guaranty
Agreement with respect to future indebtedness. Guarantor waives all rights or
defenses under (1) Section 34.01 et seq. of the Texas Business and Commerce
Code, as amended, (2) Section 17.001 of the Texas Civil Practice and Remedies
Code, as amended, (3) Rule 31 of the Texas Rules of Civil Procedure, as amended,
or (4) common law, in equity, under contract, by statute, or otherwise.

         SECTION 2.4 Reinstatement. The Guarantor agrees that this Guaranty
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any payment (in whole or in part) of any of the Indebtedness is
rescinded or must otherwise be restored by any Lender or any holder of any Note,
upon the insolvency, bankruptcy or reorganization of the Borrower, any other
Obligor or otherwise, all as though such payment had not been made.

         SECTION 2.5 Waiver, etc. The Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Indebtedness of the Borrower or any other Obligor and this Guaranty Agreement
and any requirement that the Administrative Agent, any other Lender or any
holder of any Note protect, secure, perfect or insure any security interest or
Lien, or any property subject thereto, or exhaust any right or take any action
against the Borrower, any other Obligor or any other Person (including any other
guarantor) or entity or any collateral securing the Indebtedness of the Borrower
or any other Obligor, as the case may be.

         SECTION 2.6 Waiver of Subrogation. Until the Indebtedness is paid in
full, all Commitments have terminated and all Lender Hedging Agreements have
terminated, the Guarantor shall not enforce or exercise any claim or other
rights which it may now or hereafter acquire against the Borrower or any other



                                                            Exhibit G-2 - Page 4

<PAGE>

Obligor that arise from the existence, payment, performance or enforcement of
the Guarantor's obligations under this Guaranty Agreement or any other Loan
Document, including any right of subrogation, reimbursement, exoneration, or
indemnification, any right to participate in any claim or remedy of the Lenders
against the Borrower or any other Obligor or any collateral which the
Administrative Agent now has or hereafter acquires, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including the right to take or receive from the Borrower or any other Obligor,
directly or indirectly, in cash or other property or by set-off or in any
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
such amount shall be deemed to have been paid to the Guarantor for the benefit
of, and held in trust for, the Lenders, and shall forthwith be paid to the
Lenders to be credited and applied upon the Indebtedness, whether matured or
unmatured. The Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by the Credit Agreement
and that the waiver set forth in this Section is knowingly made in contemplation
of such benefits.

         SECTION 2.7 Payments Free and Clear of Taxes, etc. The Guarantor hereby
agrees that:

                  (a) All payments by the Guarantor hereunder shall be made in
accordance with Section 4.06 of the Credit Agreement free and clear of and
without deduction for any present or future income, excise, stamp or franchise
taxes and other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, but excluding franchise taxes and
taxes imposed on or measured by any Lender's net income or receipts (such
non-excluded items being called "Taxes"). In the event that any withholding or
deduction from any payment to be made by the Guarantor hereunder is required in
respect of any Taxes pursuant to any applicable law, rule or regulation, then
the Guarantor will (i) pay directly to the relevant authority the full amount
required to be so withheld or deducted; (ii) promptly forward to such Lender an
official receipt or other documentation satisfactory to such Lender evidencing
such payment to such authority; and (iii) pay to such Lender such additional
amount or amounts as is necessary to ensure that the net amount actually
received by such Lender will equal the full amount such Lender would have
received had no such withholding or deduction been required. Moreover, if any
Taxes are directly asserted against any Lender with respect to any payment
received by such Lender hereunder, such Lender may pay such Taxes and the
Guarantor will promptly pay such additional amounts (including, if incurred as a
result of Guarantor's or the Borrower's action, omission or delay, any
penalties, interest or expenses) as is necessary in order that the net amount
received by such Lender after the payment of such Taxes (including any Taxes on
such additional amount) shall equal the amount such Lender would have received
had such Taxes not been asserted.

                  (b) If the Guarantor fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to any Lender the required
receipts or other required documentary evidence, the Guarantor shall indemnify
such Lender for any incremental Taxes, interest or penalties that may become
payable by such Lender as a result of any such failure.


                                                            Exhibit G-2 - Page 5

<PAGE>

                  (c) Without prejudice to the survival of any other agreement
of the Guarantor hereunder, the agreements and obligations of the Guarantor
contained in this Section 2.7 shall survive the payment in full of the principal
of and interest on the Loans.

         SECTION 2.8 Contribution Agreement. Upon full and final payment of the
Indebtedness, Guarantor and all other Guarantors which have made payments upon
all or any part of the Indebtedness shall be entitled to contribution from all
of the other Guarantors, to the end that all such payments upon the Indebtedness
shall be shared among all Guarantors who guaranteed such Indebtedness in
proportion to their respective Net Worths (defined below), provided that the
contribution obligations of each of the Guarantors shall be limited to the
maximum amount that it can pay at such time without rendering its contribution
obligations voidable under applicable law relating to fraudulent conveyances or
fraudulent transfers. As used in this subsection, the "Net Worth" of each of the
Guarantors means, at any time, the remainder of (i) the fair value of such
Guarantor's assets (other than such right of contribution), minus (ii) the fair
value of such Guarantor's liabilities (other than its liabilities under its
guaranty of the Indebtedness).

         SECTION 2.9 Subordination. Guarantor hereby subordinates and makes
inferior to the Indebtedness any and all Intercompany Debt now or at any time
hereafter owed by the Borrower or other Obligor to the Guarantor. Guarantor
agrees that after the occurrence of any Default or Event of Default under the
Credit Agreement, it will not permit the Borrower to repay such Intercompany
Debt or any part thereof and it will not accept payment from the Borrower of
such Intercompany Debt or any part thereof without the prior written consent of
the Majority Lenders as defined in the Credit Agreement. If Guarantor receives
any such payment without the prior required written consent, the amount so paid
shall be held in trust for the benefit of the Lenders, shall be segregated from
the other funds of such Guarantor, and shall forthwith be paid over to the
Administrative Agent to be held by the Administrative Agent as collateral for,
or then or at any time thereafter applied in whole or in part by the
Administrative Agent against, all or any portions of the Indebtedness, whether
matured or unmatured, in such order as the Administrative Agent shall elect.

                                   ARTICLE III

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         SECTION 3.1 Representations, Warranties and Covenants. By execution
hereof, Guarantor covenants and agrees that certain representations, warranties,
terms, covenants, and conditions set forth in the Credit Agreement and other
Loan Documents are applicable to Guarantor and shall be imposed upon Guarantor,
and Guarantor reaffirms that each such representation and warranty is true and
correct and covenants and agrees to promptly and properly perform, observe, and
comply with each such term, covenant, or condition. Moreover, Guarantor
acknowledges and agrees that this Guaranty Agreement is subject to the offset
provisions of the Credit Agreement in favor of the Administrative Agent and the
Lenders.



                                                            Exhibit G-2 - Page 6

<PAGE>


                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS

         SECTION 4.1 Loan Document. This Guaranty Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

         SECTION 4.2 Releases. At such time as the Loans shall have been paid in
full, the Commitments have been terminated and no Lender Hedging Agreements are
outstanding, the Administrative Agent shall, at the request and expense of the
Guarantor following such termination, promptly execute and deliver to the
Guarantor such documents and instruments as the Guarantor shall reasonably
request to evidence termination and release of this Guaranty Agreement.

         SECTION 4.3  Administrative Agent and Lenders; Successors and Assigns.

                  (a) The Administrative Agent is Administrative Agent for each
Lender under the Credit Agreement. All rights granted to Administrative Agent
under or in connection with this Guaranty Agreement are for each Lender's
ratable benefit. The Administrative Agent may, without the joinder of any
Lender, exercise any rights in Administrative Agent's or Lenders' favor under or
in connection with this Guaranty Agreement. The Administrative Agent's and each
Lender's rights and obligations vis-a-vis each other may be subject to one or
more separate agreements between those parties. However, the Guarantor is not
required to inquire about any such agreement and is not subject to any terms of
it unless the Guarantor specifically enters into such agreement. Therefore,
neither Guarantor nor its successors or assigns is entitled to any benefits or
provisions of any such separate agreement nor is it entitled to rely upon or
raise as a defense any party's failure or refusal to comply with the provisions
of any such agreement.

                  (b) This Guaranty Agreement benefits the Administrative Agent,
the Lenders, and their respective successors and assigns and binds Guarantor and
its successors and assigns. Upon appointment of any successor Administrative
Agent under the Credit Agreement, all of the rights of Administrative Agent
under this Guaranty Agreement automatically vests in that new Administrative
Agent as successor Administrative Agent on behalf of Lenders without any further
act, deed, conveyance, or other formality other than that appointment. The
rights of the Administrative Agent and the Lenders under this Guaranty Agreement
may be transferred with any assignment of the obligations hereby guaranteed
pursuant to and in accordance with the terms of the Credit Agreement. The Credit
Agreement contains provisions governing assignments of the obligations
guaranteed under this Guaranty Agreement.

         SECTION 4.4 Amendments, etc. No amendment to or waiver of any provision
of this Guaranty Agreement, nor consent to any departure by the Guarantor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by or on behalf of the party against whom it is sought to be enforced
and is in conformity with the requirements of Section 12.04 of the Credit
Agreement. Each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.


                                                            Exhibit G-2 - Page 7

<PAGE>


         SECTION 4.5 Addresses for Notices to the Guarantor. All notices and
other communications hereunder to the Guarantor shall be in writing and mailed
or delivered to it, addressed to it at the address set forth below or at such
other address as shall be designated by the Guarantor in a written notice to the
Administrative Agent at the address specified in the Credit Agreement complying
as to delivery with the terms of this Section. All such notices and other
communications shall, when mailed, be effective when deposited in the mails,
addressed as aforesaid. Address for notices:

                  Atlas Pipeline Partners GP, LLC
                  c/o Resource America, Inc.
                  1845 Walnut Street, 10th Floor
                  Philadelphia, Pennsylvania 19103
                  Attn:  Steven Kessler
                  Facsimile: (215) 546-4785
                  Telephone: (215) 546-5005

         SECTION 4.6 No Waiver; Remedies. In addition to, and not in limitation
of, Section 2.3 and Section 2.5, no failure on the part of any Lender or any
holder of a Note to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

         SECTION 4.7 Section Captions. Section captions used in this Guaranty
Agreement are for convenience of reference only, and shall not affect the
construction of this Guaranty Agreement.

         SECTION 4.8 Setoff. In addition to, and not in limitation of, any
rights of any Lender or any holder of a Note under applicable law, upon the
occurrence of an Event of Default under or as defined in the Credit Agreement,
each Lender and each such holder shall be entitled to exercise any right of
offset or banker's lien against each and every account and other property or
interest that the Guarantor may now or hereafter have with, or which is now or
hereafter in the possession of, any such Lender, to the extent of the full
amount of the Indebtedness.

         SECTION 4.9 Severability. Wherever possible each provision of this
Guaranty Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Guaranty Agreement
shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Guaranty Agreement.

         SECTION 4.10 Governing Law. THIS GUARANTY AGREEMENT SHALL BE DEEMED TO
BE A CONTRACT UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF TEXAS AND



                                                            Exhibit G-2 - Page 8

<PAGE>


APPLICABLE FEDERAL LAW. THIS GUARANTY AGREEMENT AND THE OTHER LOAN DOCUMENTS
CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH
RESPECT THERETO.

         SECTION 4.11 Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
GUARANTY AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE LENDERS OR THE GUARANTOR MAY BE
BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF TEXAS OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS. THE GUARANTOR HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS
OF THE STATE OF TEXAS AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF TEXAS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION. THE GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF TEXAS. THE
GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

         SECTION 4.12 Waiver of Jury Trial. THE GUARANTOR HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS GUARANTY AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE LENDERS OR THE
GUARANTOR. THE GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THE CREDIT AGREEMENT.

         SECTION 4.13 Continuation of Guaranty. This Guaranty Agreement is in
renewal, extension, modification but not discharge or novation of that certain
Guaranty Agreement dated as of October 26, 2000, executed by Guarantor in favor
of PNC Bank, National Association, in its capacity as agent, together with all
extensions, renewals, amendments, substitutions and replacements thereof.



                                                            Exhibit G-2 - Page 9

<PAGE>

         SECTION 4.14 Entire Agreement. THIS GUARANTY AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

         Remainder of Page Intentionally Blank. Signature Page to Follow








                                                           Exhibit G-2 - Page 10


<PAGE>


         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty Agreement to
be duly executed and delivered by an officer duly authorized as of the date
first written above.

                                  GUARANTOR:

                                  _____________________, a __________________
                                  [limited partnership/limited liability company


                                  By:___________________________________________






                       [SIGNATURES CONTINUED ON NEXT PAGE]





                                                           Exhibit G-2 - Page 11

<PAGE>



          This Guaranty Agreement is accepted by the Administrative Agent, for
and on behalf of the Lenders, as of the date first written above.

                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                       in its capacity as Administrative Agent


                                       By:______________________________________
                                          Russell Clingman
                                          Director






                                                           Exhibit G-2 - Page 12


<PAGE>




                                  SCHEDULE 7.03
                                  -------------

                                   LITIGATION



None.










                            Schedule 7.03 - Page 1

<PAGE>



                                  SCHEDULE 7.15
                                  -------------

                             OWNERSHIP/SUBSIDIARIES

        (Issued and Outstanding Membership Units of the General Partner)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
         Holder                                             Percentage of Ownership
----------------------------------------------------------------------------------------------------------
<S>                                         <C>
AIC, Inc.                                   33.40% member interest of Atlas Pipeline Partners GP, LLC
----------------------------------------------------------------------------------------------------------
Viking Resources Corp.                      23.56% member interest of Atlas Pipeline Partners GP, LLC
----------------------------------------------------------------------------------------------------------
Resource Energy Group, Inc                  20.24% member interest of Atlas Pipeline Partners GP, LLC
----------------------------------------------------------------------------------------------------------
Atlas Energy Group, Inc.                    10.21% member interest of Atlas Pipeline Partners GP, LLC
----------------------------------------------------------------------------------------------------------
REI - NY, Inc.                               6.63% member interest of Atlas Pipeline Partners GP, LLC
----------------------------------------------------------------------------------------------------------
Atlas Resources, Inc.                        5.96% member interest of Atlas Pipeline Partners GP, LLC
----------------------------------------------------------------------------------------------------------
</TABLE>


            (Ownership of Authorized Securities of the Subsidiaries)

Atlas Pipeline Partners, L.P. owns a 98.9899% limited partner interest in Atlas
Pipeline Operating Partnership, L.P.

Atlas Pipeline Partners GP, LLC owns a 1.0101% general partner interest in Atlas
Pipeline Operating Partnership, L.P.

Atlas Pipeline Operating Partnership, L.P. owns a 100% member interest in Atlas
Pipeline Ohio, LLC.

Atlas Pipeline Operating Partnership, L.P. owns a 100% member interest in Atlas
Pipeline Pennsylvania, LLC.

Atlas Pipeline Operating Partnership, L.P. owns a 100% member interest in Atlas
Pipeline New York, LLC.








                             Schedule 7.15 - Page 1



<PAGE>


                                  SCHEDULE 7.20
                                  -------------

                                    INSURANCE


         Attachment 7.20 is a current list of all material policies of fire,
liability, workers' compensation and other forms of insurance owned or held by
the Obligors.











                             Schedule 7.20 - Page 1



<PAGE>



                                  SCHEDULE 7.21
                                  -------------

                               HEDGING AGREEMENTS


None.









                             Schedule 7.21 - Page 1

<PAGE>


                                  SCHEDULE 7.23
                                  -------------

                               MATERIAL AGREEMENTS



1.   Omnibus Agreement dated as of February 2, 1999, among Atlas America, Inc.,
     Resource Energy, Inc., Viking Resources Corporation, Atlas Pipeline
     Operating Partnership, L.P., and Atlas Pipeline Partners, L.P.

2.   Distribution Support Agreement dated as of February 2, 2000, among Atlas
     Pipeline Partners, L.P., Atlas Pipeline Partners GP, LLC, Atlas America,
     Inc., Resource Energy, Inc. and Viking Resources Corporation.

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

4.   Natural Gas Gathering Agreement dated as of January 5, 2001, among Atlas
     Pipeline Partners, L.P., Atlas Pipeline Operating Partnership, L.P., and
     Atlas Noble Corporation.

5.   Natural Gas Gathering Agreement dated as of March 16, 2001, among Atlas
     Pipeline Partners, L.P., Atlas Pipeline Operating Partnership, L.P., and
     Viking Resources Corporation.

6.   Natural Gas Gathering Agreement dated as of January 1, 2002, among Atlas
     Pipeline Partners, L.P., Atlas Pipeline Operating Partnership, L.P., Atlas
     Resources, Inc., Atlas Energy Group, Inc., Atlas Noble Corporation,
     Resource Energy, Inc., and Viking Resources Corporation.

7.   Gas Compressor Equipment Master Rental Agreement dated as of December 3,
     2002, between Atlas Pipeline Pennsylvania and USA Compression Partners, LP.

8.   Gas Compressor Proposal and Agreement dated as of December 3, 2002, between
     Atlas Pipeline Pennsylvania and USA Compression Partners, LP.

9.   Gas Compressor Equipment Master Rental Agreement dated as of June 25, 2001,
     between Atlas Pipeline Partners, L.P. and Universal Compression, Inc.

10.  Rental Agreement dated as of August 13, 2002, between Atlas Pipeline
     Partners, L.P. and Universal Compression, Inc.

11.  In a letter agreement dated as of May 31, 2001, between Atlas Pipeline
     Partners, L.P. and Universal Compression, Inc., Atlas Pipeline agreed to
     accept and assume the terms and conditions of the following contracts:

     a.   Gas Compressor Equipment Master Rental and Servicing Agreement dated
          as of June 6, 1996, between Atlas Resources, Inc. and Global
          Compression Services, Inc.;

     b.   Gas Compressor Proposal and Agreement (Hurtt #1) dated as of July 7,
          1999, between Atlas America, Inc. and Weatherford Global Compression
          Services, L.P.;


                             Schedule 7.23 - Page 1

<PAGE>

     c.   Gas Compressor Proposal and Agreement (Hurtt #2) dated as of July 7,
          1999, between Atlas America, Inc. and Weatherford Global Compression
          Services, L.P.;

     d.   Gas Compressor Proposal and Agreement (Jackson Center) dated as of
          July 7, 1999, between Atlas America, Inc. and Weatherford Global
          Compression Services, L.P.;

     e.   Gas Compressor Proposal and Agreement dated as of October 30, 2000,
          between Atlas America, Inc. and Weatherford Global Compression
          Services, L.P.;

     f.   Gas Compressor Equipment Master Rental and Servicing Agreement dated
          as of October 7, 1996, between American Refining & Exploration and
          Global Compression Services, Inc.;

     g.   Gas Compressor Proposal and Agreement dated as of June 30, 2000,
          between American Refining and Exploration and Weatherford Global
          Compression Services, L.P.;

     h.   Gas Compressor Proposal and Agreement dated as of July 29, 1996,
          between Atlas Resources, Inc. and Global Compression Services, Inc.;

     i.   Gas Compressor Equipment Master Rental and Servicing Agreement dated
          as of February 25, 1998, between Resource Energy, Inc. and Global
          Compression Services, Inc.; and

     j.   Gas Compressor Proposal and Agreement dated as of January 17, 2000,
          between Viking Resources Corporation and Weatherford Global
          Compression Services, L.P.

12.  First Amended and Restated Agreement of Limited Partnership of Atlas
     Pipeline Partners, L.P. dated as of February 2, 2000.

13.  Limited Liability Company Agreement of Atlas Pipeline Partners GP, LLC
     dated as of November 18, 1999.

14.  Amended and Restated Agreement of Limited Partnership of Atlas Pipeline
     Operating Partnership, L.P., dated as of February 2, 2000.

15.  Limited Liability Company Operating Agreement of Atlas Pipeline New York,
     LLC dated as of November 29, 1999, as amended by that certain First
     Amendment to Limited Liability Company Agreement of Atlas Pipeline Ohio,
     LLC.

16.  Limited Liability Company Operating Agreement of Atlas Pipeline Ohio, LLC
     dated as of November 29, 1999, as amended by that certain First Amendment
     to Limited Liability Company Agreement of Atlas Pipeline New York, LLC.

17.  Limited Liability Company Operating Agreement of Atlas Pipeline
     Pennsylvania, LLC dated as of November 29, 1999, as amended by that certain
     First Amendment to Limited Liability Company Agreement.

18.  Any and all other contracts material to the business of the Borrower to
     which the Borrower or any Obligor is a party.



                             Schedule 7.23 - Page 2

<PAGE>



                                  SCHEDULE 9.01
                                  -------------

                                      DEBT



None.














                             Schedule 9.01 - Page 1





</TEXT>
</DOCUMENT>
