0000950116-05-003890 Sample Contracts

ATLAS PIPELINE PARTNERS REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 21st, 2005 • Atlas Pipeline Partners Lp • Natural gas transmission • New York

This REGISTRATION RIGHTS AGREEMENT is dated as of December 20, 2005 (the “Agreement”), by and among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and ATLAS PIPELINE PARTNERS FINANCE CORPORATION, a Delaware corporation (the “Finance Co” and, together with the Partnership, the “Issuers”), the subsidiaries of the Partnership named in Schedule I hereto (each individually, a “Guarantor” and collectively, the “Guarantors”), and the several purchasers named in Schedule II hereto (the “Initial Purchasers”), for whom Wachovia Capital Markets, LLC and Bank of America Securities LLC are acting as Representatives (in such capacity, the “Representatives”).

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ATLAS PIPELINE PARTNERS, L.P., ATLAS PIPELINE FINANCE CORP., as Issuers, THE SUBSIDIARIES NAMED HEREIN, as Subsidiary Guarantors AND WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee _________________________________ 8-1/8% Senior Notes due 2015...
Atlas Pipeline Partners Lp • December 21st, 2005 • Natural gas transmission • New York

THIS INDENTURE dated as of December 20, 2005 is among Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Company”), Atlas Pipeline Finance Corp., a Delaware corporation (“Finance Co” and, collectively with the Company, the “Issuers”), the Subsidiary Guarantors (as defined herein) listed on Schedule A hereto, and Wachovia Bank, National Association, a national banking association, as trustee (the “Trustee”).

250,000,000 ATLAS PIPELINE PARTNERS, L.P. (a Delaware limited partnership) and ATLAS PIPELINE FINANCE CORP. (a Delaware corporation) 8 1/8% SENIOR NOTES DUE 2015 PURCHASE AGREEMENT
Atlas Pipeline Partners Lp • December 21st, 2005 • Natural gas transmission • New York

Wachovia Capital Markets, LLC Banc of America Securities LLC c/o Wachovia Capital Markets, LLC One Wachovia Center 301 South College Street Charlotte, North Carolina 28288

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