INTERCREDITOR AND SUBORDINATION AGREEMENT

                                                               Execution Version


                    INTERCREDITOR AND SUBORDINATION AGREEMENT

      This Intercreditor and Subordination   Agreement (this "Agreement"),   dated
as of January [__], 2006, is among BNP Paribas, as Administrative Agent (in such
capacity,   with its successors and assigns, the "Senior   Administrative   Agent")
for the Senior Revolving Lenders, TCW Asset Management Company ("TAMCO"), as the
subordinated    administrative    agent   (in   such   capacity,    the   "Subordinated
Administrative   Agent" for the Term   Lenders) and Aurora   Antrim   North,   LLC, a
Michigan limited liability company (the "Borrower").

      WHEREAS,   the Borrower,   BNP Paribas, as Senior   Administrative   Agent and
other Senior   Revolving   Lenders are entering into the Senior   Revolving   Credit
Agreement as of the date hereof,   pursuant to which such financial   institutions
have   agreed,   subject to the terms and   conditions   thereof,   to make loans and
extend other financial accommodations to the Borrower; and

      WHEREAS,   it is a condition   precedent   to the   obligations   of the Senior
Revolving    Lenders   under   the   Senior   Revolving   Credit   Agreement   that   the
Subordinated   Administrative   Agent for itself and the Term Lenders   execute and
deliver this Agreement;

      NOW THEREFORE,   in consideration of the foregoing and the mutual covenants
herein   contained and other good and valuable   consideration,   the existence and
sufficiency of which are expressly   recognized by all of the parties hereto, and
to induce the Senior Lenders to execute the Senior Revolving   Credit   Documents,
the parties agree as follows:

                                    ARTICLE I
                                 Defined Terms.

       Section 1.01 Each capitalized term used in this Agreement, but not defined
herein, shall have the meaning ascribed such term in the Senior Revolving Credit
Agreement.

      Section 1.02 The following terms have the following   meanings when used in
this Agreement:

      "Blockage   Period"   means   a   Non-Payment   Blockage   Period   or a   Payment
Blockage Period.

      "Eligible   Swap   Agreement"   means any   present or future   Swap   Agreement
between the Borrower or any   Subsidiary and any Senior   Revolving   Lender or any
Affiliate of any Senior   Revolving   Lender.   For the avoidance of doubt,   a Swap
Agreement   ceases to be an   Eligible   Swap   Agreement   if the Person that is the
counterparty   to the   Borrower   under a Swap   Agreement   ceases   to be a   Senior
Revolving Lender under the Senior Revolving Credit Agreement (or, in the case of
an Affiliate   of a Senior   Revolving   Lender,   the Person   affiliated   therewith
ceases   to be a Senior   Revolving   Lender   under   the   Senior   Revolving   Credit
Agreement).

      "Enforcement   Action" means, with respect to any Subordinated   Obligations
or Senior Indebtedness:   any enforcement of any right or remedy against property
of the Borrower or any Guarantor   including any   enforcement   or   foreclosure of
Liens   granted by the   Borrower or any   Subsidiary   to secure any or all of such
Subordinated Obligations or Senior Indebtedness,   any enforcement or foreclosure
of Liens on any capital   stock or other equity   interests in the Borrower or any
Subsidiary   which may be   granted by the   Borrower   or its   Subsidiaries   or any
holder of   equity in the   Borrower   to   secure   any or all of such   Subordinated
Obligations   or Senior   Indebtedness,   or any other efforts to collect   proceeds
from the Borrower's or any of its Subsidiary's   assets or properties   (including
proceeds   of   production)   to satisfy   the   Subordinated   Obligations   or Senior
Indebtedness,   including,   without limitation, the commencement,   or the joining
with any other creditor of the Borrower or any Subsidiary in the commencement of
any Insolvency Proceeding against the Borrower or any Subsidiary; provided, that
none of the following shall constitute an Enforcement   Action:   (a) acceleration
of any of the   Subordinated   Obligations,   (b) acceleration of any of the Senior
Indebtedness,   (c) actions by any Term Lender to obtain possession of or receive
Reorganization   Securities,   (d)   actions   by   any   Term   Lender   to   obtain   an
assignment or enforce its rights in respect of the TCW Royalty or (e) taking any
action described above during the existence of any Insolvency Proceeding subject
to the jurisdiction of a court of competent authority.

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      "Excess   Availability"   means at any time the excess of: (a) the aggregate
Commitments   over (b) the sum of (i) the aggregate   Revolving   Credit   Exposure,
(ii) Debt under Section 9.02(c) of the Senior   Revolving   Credit Agreement or in
violation of Section 9.02(c) of the Senior Revolving Credit Agreement, (iii) any
income or franchise   taxes of the Borrower that are unpaid and past due and (iv)
any excess of current liabilities (without duplication of the current portion of
the amounts described in (i) through (iii) above) over current assets.

      "Insolvency   Proceeding" shall mean (a) any voluntary or involuntary case,
action, or proceeding before any Governmental Authority having jurisdiction over
the   applicable   Person or its assets   relating to   bankruptcy,   reorganization,
insolvency,   liquidation,   receivership,   dissolution,   winding-up, or relief of
debtors,    or   (b)   any   general    assignment   for   the   benefit   of   creditors,
composition, marshaling of assets for creditors, or other similar arrangement in
respect of its creditors   generally or any substantial portion of its creditors;
in each case whether undertaken under U.S. Federal, state, or foreign law.

      "Non-Payment   Blockage   Period"   means,   with   respect to any   Non-Payment
Default,   the period from and   including the date of receipt by the Term Lenders
or   the   Subordinated    Administrative    Agent   or   other   representative   of   a
Non-Payment   Default Notice relating thereto until the first to occur of (a) the
date upon   which the   Senior   Indebtedness   have been paid in full in cash,   all
commitments of any holder of Senior   Indebtedness to make loans or extensions of
credit have terminated, and all letters of credit issued by any holder of Senior
Indebtedness have expired,   terminated or been fully collateralized in cash, (b)
the 179th day after receipt of such Non-Payment   Default Notice, (c) the date on
which the Non-Payment   Default which is the subject of such Non-Payment   Default
Notice has been   waived in writing   by the   applicable   holder or holders of the
Senior   Indebtedness or an agent or   representative   on their behalf,   cured, or
ceased   to   exist,   or (d)   the   date   upon   which   the   Person(s)   giving   such
Non-Payment    Default   Notice   notify   the   Term   Lenders   or   the   Subordinated
Administrative   Agent or other   representative   in writing of the termination of
such Non-Payment Blockage Period.

      "Non-Payment    Default"    means   the   occurrence   of   any   Borrowing   Base
Deficiency (as defined in the Senior Revolving Credit   Agreement) or other event
under   any   Senior   Revolving   Document   evidencing   Senior   Indebtedness,    not
constituting   a Payment   Default,   which   gives   the   holder(s)   of such   Senior
Indebtedness,   or an agent or representative acting on behalf of such holder(s),
the right to cause the maturity of such Senior   Indebtedness   to be   accelerated
immediately without any further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace period.

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      "Non-Payment   Default   Notice" means a written notice from or on behalf of
the Senior   Indebtedness   Representative that a Non-Payment Default has occurred
and is continuing   which   identifies such   Non-Payment   Default and specifically
designates such notice as a "Non-Payment Default Notice".

      "Payment   Blockage   Period" means,   with respect to any Payment Default or
Senior   Indebtedness   Acceleration,   the period from and   including   the date of
receipt   by the   Term   Lenders   or the   Subordinated   Administrative   Agent of a
Payment Default Notice relating thereto until the first to occur of (a) the date
upon   which   the   Senior   Indebtedness   have   been   paid in full   in   cash,   all
commitments of any holder of Senior   Indebtedness to make loans or extensions of
credit have terminated, and all letters of credit issued by any holder of Senior
Indebtedness have expired,   terminated or been fully collateralized in cash, (b)
if such Payment Default Notice relates to a Payment   Default,   the date on which
the Payment Default which is the subject of such Payment Default Notice has been
waived in writing by the applicable holder or holders of the Senior Indebtedness
or an agent or representative   on their behalf,   cured or ceased to exist, or if
such Payment Default Notice relates to a Senior Indebtedness   Acceleration,   the
date on which such   acceleration   is rescinded,   annulled or ceased to exist, or
(c) the day upon which the Person(s)   giving such Payment   Default Notice notify
the   Term    Lenders    or   the    Subordinated    Administrative    Agent   or   other
representative in writing of the termination of such Payment Blockage Period.

      "Payment   Default" means a default by the Borrower or any Guarantor in the
payment of any amount   owing with   respect to the Senior   Indebtedness,   whether
with respect to principal,   interest,   premium,   letter of credit   reimbursement
obligations, commitment fees or letter of credit fees or otherwise when the same
becomes due and   payable,   whether at maturity or at a date fixed for payment of
an installment or prepayment or by declaration or acceleration or otherwise.

      "Payment   Default   Notice" means a written notice from or on behalf of the
Senior   Indebtedness   Representative   that   either   (i) a Payment   Default   with
respect to such Senior   Indebtedness   has occurred and is continuing,   or (ii) a
Senior Indebtedness Acceleration.

      "Public   Offering"   shall mean a public   offering   of common   units of the
Borrower   or   common   units or shares of any   direct or   indirect   parent of the
Borrower.

      "Reorganization   Securities"   means (a) debt   securities   that are   issued
pursuant to an Insolvency   Proceeding   the payment of which is   subordinate   and
junior at least to the extent   provided in this   Agreement to the payment of the
Senior   Indebtedness   outstanding at the time of the issuance thereof (including
any refinancing of Senior Indebtedness pursuant to an Insolvency Proceeding) and
to the   payment   of all debt   securities   issued   in   exchange   for such   Senior
Indebtedness   in such   Insolvency   Proceeding   (whether   such   subordination   is
effected   by the terms of such   securities,   an order or   decree   issued in such
Insolvency   Proceeding,   by agreement of the Term Lenders or otherwise),   or (b)
equity   securities   that   are   issued   pursuant   to   an   Insolvency   Proceeding;
provided,   in either case,   that such   securities   are authorized by an order or
decree made by a court of competent jurisdiction in such Insolvency Proceeding.

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      "Senior   Indebtedness"   means and includes (a) all principal   indebtedness
for   loans now   outstanding   or   hereafter   incurred,   and all   letter of credit
reimbursement   obligations now existing or hereafter   arising,   under the Senior
Revolving Credit Agreement,   provided that the aggregate   outstanding   principal
amount of Senior Indebtedness under this clause (a) shall not exceed $50,000,000
at any time, and provided   further,   that if the aggregate   principal   amount of
Senior Indebtedness   (constituting   principal and letter of credit reimbursement
obligations) shall exceed $50,000,000,   then the subordination of the Term Notes
as contemplated by this Agreement to the Senior   Indebtedness of $$50,000,000 or
less shall not be impaired, (b) all amounts now or hereafter owing to any of the
Senior   Revolving   Lenders or any of their   Affiliates   under any Eligible   Swap
Agreement, (c) all interest accruing on the Senior Indebtedness described in the
preceding clauses (a) and (b), and (d) all other monetary   obligations   (whether
now   outstanding or hereafter   incurred) for which the Borrower or any Guarantor
is responsible or liable as obligor, guarantor or otherwise under or pursuant to
any of the Senior Revolving Credit Documents including,   without limitation, all
fees, penalties,   yield protections,   breakage costs,   damages,   indemnification
obligations,    reimbursement   obligations,   and   expenses   (including,    without
limitation,    fees   and    expenses    of   counsel   to   the   Senior    Indebtedness
Representative   and the Senior Revolving   Lenders) together with interest on the
foregoing to the extent provided for in the Senior Revolving   Credit   Documents.
The   interest   described   in the   preceding   clause   (c)   and the   premiums   and
penalties described in the preceding clause (d) include, without limitation, all
interest accruing after the commencement of any Insolvency   Proceeding under the
terms of the Senior   Revolving   Credit   Documents   whether or not such   interest
constitutes an allowed claim in any such Insolvency Proceeding.

      "Senior   Indebtedness   Acceleration"   means   with   respect   to the   Senior
Indebtedness that the holder or holders of such Senior Indebtedness, or an agent
or representative on behalf of such holder or holders,   have caused the maturity
of such Senior Indebtedness to be accelerated.

      "Senior   Indebtedness   Default"   means a Payment   Default or a Non-Payment
Default.

      "Senior Indebtedness   Representative" means (a) initially, BNP Paribas, as
administrative agent for the Senior Revolving Lenders under the Senior Revolving
Credit   Agreement or (b) such other Person selected by the Majority   Lenders (as
such term is defined in the Senior   Revolving   Credit   Agreement) to replace BNP
Paribas or the then Senior Indebtedness Representative.

      "Senior   Revolving   Credit   Agreement" means that certain Credit Agreement
dated as of January   [__],   2006,   among the   Borrower,   BNP Paribas,   as Senior
Administrative Agent and the financial   institutions listed therein from time to
time as   Senior   Revolving   Lenders,   as from   time to time   renewed,   extended,
amended,   supplemented, or restated in accordance with the terms hereof, and any
agreements representing the refinancing,   replacement,   or substitution in whole
or in part of the revolving   credit loans and letter of credit   liabilities made
or incurred   under such Senior   Revolving   Credit   Agreement,   provided that the
terms   of such   refinancing,   replacement   or   substitution   and   the   financing
documentation entered into in connection therewith are consistent with the terms
of the Senior   Revolving   Credit   Agreement   and other Senior   Revolving   Credit
Documents in effect prior to such   refinancing,   replacement or   substitution or
could   have been   included   in such   Senior   Revolving   Credit   Documents   by an
amendment or other   modification   that would not be   prohibited   by the terms of
this Agreement.

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      "Senior Revolving Credit Documents"   means,   collectively,   (a) the Senior
Revolving Credit Agreement and the Eligible Swap Agreements,   (b) any note, bond
or other instrument evidencing Senior Indebtedness,   (c) all mortgages, security
agreements,   pledge agreements or financing statements   evidencing,   creating or
perfecting   any Lien to   secure   the   Senior   Indebtedness   in any way,   (d) all
guarantees of the Senior Indebtedness,   (d) all other documents,   instruments or
agreements   relating to the Senior   Indebtedness   now or   hereafter   executed or
delivered by and among the Borrower,   any   Subsidiary,   the Senior   Indebtedness
Representative or any Senior Revolving Lender, including without limitation each
of the other "Loan   Documents"   as such term is defined in the Senior   Revolving
Credit Agreement, and (e) all renewals, extensions, amendments, modifications or
restatements of the foregoing, to the extent not prohibited by the terms of this
Agreement.

      "Senior   Revolving   Lenders"   means all   Persons   which   now or   hereafter
constitute a "Lender"   under the Senior   Revolving   Credit   Agreement   and their
respective   successors   and   assigns,   and all   Persons   refinancing   any Senior
Indebtedness and their respective successors and assigns.

      "Standstill   Period" means the period beginning with the commencement of a
Blockage   Period   and   ending on the   earliest   of (a) the date when the   Senior
Indebtedness   Default   giving   rise to such   Blockage   Period   has been cured or
waived in writing,   (b) the date of the   repayment in full in cash of the Senior
Indebtedness,   (c)   the   date   that   is 90   days   after   the   commencement   of a
Non-Payment   Blockage   Period or 179 days   after the   commencement   of a Payment
Blockage Period, (d) the end of the Non-Payment   Blockage Period applicable to a
Non-Payment   Default,   (e) the date on which the Senior   Indebtedness shall have
been   declared   due and   payable   prior to its stated   maturity or any holder of
Senior Indebtedness   commences proceedings to collect any Senior Indebtedness or
realize upon any material part of the collateral for any Senior Indebtedness and
(f) the date upon which any Insolvency Proceeding is commenced.

      "Subordinated   Obligations"   means any and all   indebtedness   (whether for
principal,   interest, fees, indemnifications or otherwise, but not expenses) now
or hereafter owing by the Borrower or any Subsidiary under or in connection with
the Term Note Purchase   Agreement,   the Term Notes,   any   mortgage,   guaranty or
other   security   instrument   given   in   connection   therewith,   and   any   letter
agreement   or   other   agreement   providing   for   payment   of fees in   connection
therewith.   For the   avoidance   of   doubt,   any and all   indebtedness   or   other
obligations   owing by Borrower or any   Affiliate of the   Borrower   under or with
respect   to   the   TCW   Royalty   shall   not   be   included   in or a   part   of   the
Subordinated Obligations.

      "Subordinated   Administrative   Agent"   means   TAMCO,   in its   capacity   as
administrative   agent   for   the   Term   Lenders   under   the   Term   Note   Purchase
Agreement, together with any successors in such capacity.

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      "TCW Royalty" means the Overriding Royalty Interest as defined in the Term
Note Purchase Agreement   previously   conveyed and to be conveyed pursuant to the
ORRI Documents as defined in the Term Note Purchase Agreement.

      "Term   Lenders"   means all Persons   which now or   hereafter   constitute   a
"Purchaser" or a "Holder" under the   Subordinated   Term Note Purchase   Agreement
and their   respective   successors and assigns,   and all Persons   refinancing any
Subordinated Obligations and their respective successors and assigns.

      "Term Loan   Documents"   means,   collectively,   (a) the Term Note   Purchase
Agreement,   (b) the Term   Notes and any   other   note,   bond or other   instrument
evidencing   Subordinated   Obligations,   (c) all mortgages,   security agreements,
pledge agreements or financing statements evidencing, creating or perfecting any
Lien to secure the Term Note   Purchase   Agreement and the Term Notes in any way,
(d) all guarantees thereof,   (e) all other documents,   instruments or agreements
relating to the Term Note   Purchase   Agreement or the Term Note now or hereafter
executed   or   delivered   by   and   among   the   Borrower,    any   Subsidiary,    the
Subordinated    Administrative   Agent   or   any   Term   Lender,   including   without
limitation each of the other the "Loan Documents" as such term is defined in the
Term Note   Purchase   Agreement,   and (f) all renewals,   extensions,   amendments,
modifications or restatements of the foregoing;   provided that the terms of such
refinancing, replacement or substitution and the financing documentation entered
into in   connection   therewith   are   consistent   with the terms of the Term Note
Purchase   Agreement   and other   Term   Loan   Documents   in   effect   prior to such
refinancing,   replacement   or   substitution   or could have been included in such
Term Loan   Documents   by an amendment   or other   modification   that would not be
prohibited by the terms of this Agreement.

      "Term Note   Purchase   Agreement"   means that   certain   First   Amended   and
Restated   Note   Purchase   Agreement   dated as of   December   8,   2005   among   the
Borrower,   Aurora Energy,   Ltd., TAMCO, as administrative agent and in the other
capacities described therein, and the other purchasers party thereto, as amended
by that certain   First   Amendment to First   Amended and Restated   Note   Purchase
Agreement   dated   as of the   date of   this   Agreement   and as from   time to time
renewed,   extended,   amended,   supplemented,   or restated in accordance with the
terms hereof, and any agreements representing the refinancing,   replacement,   or
substitution   in whole or in part of the loans made or incurred   under such Term
Note Purchase Agreement.

      "Term Note Purchase Agreement Event of Default" means the occurrence of an
Event of Default as defined in the Term Note Purchase Agreement.

      "Term   Notes"   means   each   promissory   note   issued   under   the Term Note
Purchase Agreement   evidencing the term loans made pursuant to the term thereof,
as from time to time renewed, extended, amended,   supplemented, or restated, and
any agreements   representing   the refinancing,   replacement,   or substitution in
whole or in part thereof.

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                                   ARTICLE II
                                  Subordination

      Section   2.01    Subordination   of   Obligations.    The   Borrower   and   each
Subsidiary   covenant and agree, and each Term Lender covenants and agrees,   that
the payment of the   Subordinated   Obligations   shall, to the extent set forth in
this Agreement, be subordinate and junior and subject in right of payment to the
prior payment in full in cash of all Senior Indebtedness, whether outstanding on
the   date   hereof   or   hereafter   created,    incurred,   assumed   or   guaranteed.
Notwithstanding   the   foregoing,   the Borrower may,   subject to Section 2.02 and
Section 2.03,   make   scheduled   payments of principal and interest in respect of
the   Subordinated   Obligations   as   well   as   all   scheduled   fees   due   to   and
reimbursable expenses incurred by Subordinated   Administrative Agent or the Term
Lenders   (collectively,   the   "Scheduled   Term   Payments"),   provided   that with
respect to any such payments of principal,   (a) prior to and after giving effect
to such principal payment, no Borrowing Base Deficiency exists, (b) after giving
effect   to such   principal   payment   there is at   least   $10,000,000   in   Excess
Availability   and (c) such   principal   payments in any period of 12   consecutive
calendar months the aggregate do not exceed $7,500,000,   provided, however, that
any such principal payment may, in any period of 12 consecutive calendar months,
exceed   $7,500,000 to the extent that any such   principal   payment is made using
net cash   proceeds   received   from the sale of equity in a Public   Offering   and
after giving effect to such principal   payment there is at least   $10,000,000 in
Excess Availability.   For the avoidance of doubt and notwithstanding anything to
the   contrary set forth above,   the   Borrower   may,   subject to Section 2.02 and
Section 2.03,   on the Maturity   Date (or within ten business day prior   thereto)
set forth in the Term Note   Purchase   Agreement,   pay and the Term   Lenders   may
receive and retain,   all Subordinated   Obligations that remain outstanding as of
such payment   date,   so long as on the date of such   payment no Payment   Default
Notice or   Non-Payment   Default   Notice has been   received   by the   Subordinated
Administrative Agent.

      Section 2.02 Payment Default or Acceleration.   Except under   circumstances
when the   terms of   Section   2.05 of this   Agreement   are   applicable,   if (a) a
Payment Default or Senior   Indebtedness   Acceleration shall have occurred and be
continuing and (b) the Term Lenders or the Subordinated   Administrative Agent or
other   representative shall have received a Payment Default Notice, then neither
the   Borrower nor any   Subsidiary   may make,   and no Term Lender   shall   accept,
receive or collect,   any direct or indirect   payment or distribution of any kind
or character (in cash, securities, other Property, by setoff, or otherwise other
than   Reorganization   Securities) of any properties or assets of the Borrower or
any   Subsidiary on account of the   Subordinated   Obligations   during the Payment
Blockage   Period;   provided,   however,   that in the case of any   Scheduled   Term
Payment   on or in   respect   of any   Subordinated   Obligation   that would (in the
absence of any such   Payment   Default   Notice)   have been due and payable on any
date (a "Scheduled   Payment Date") during such Payment   Blockage Period pursuant
to the terms of the Term   Notes as in effect   on the date   hereof or as   amended
consistent with the provisions of Section 5.03 of this Agreement, the provisions
of this   Section   2.02   shall not   prevent   the making   and   acceptance   of such
Scheduled Term Payment,   together with any additional default interest as is due
on the Term Notes, on or after the date immediately following the termination of
such Payment Blockage Period. In the event that,   notwithstanding the foregoing,
either the Borrower or any Subsidiary   shall make any payment or distribution to
any Term Lender   prohibited   by the   foregoing   provisions of this Section 2.02,
then and in such event such payment or   distribution   shall be held in trust for
the benefit of and   immediately   shall be paid over to the holders of the Senior
Indebtedness or the Senior   Indebtedness   Representative for application against
the Senior Indebtedness   remaining unpaid until such Senior Indebtedness is paid
in full in cash. Any Payment Default Notice shall be deemed received by the Term
Lenders upon the date of actual receipt by the Term Lenders or the   Subordinated
Administrative Agent of such Payment Default Notice in writing.

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      Section 2.03   Non-Payment   Default.   Except under   circumstances   when the
terms of Section 2.02 or Section 2.05 of this Agreement are applicable, if (a) a
Non-Payment Default shall have occurred and be continuing,   (b) the Term Lenders
or the   Subordinated   Administrative   Agent or other   representative   shall have
received a Non-Payment   Default   Notice,   and (c) no Non-Payment   Default Notice
shall have been given within the 360-day period immediately preceding the giving
of such Non-Payment Default Notice, then neithe