0001125282-06-004006 Sample Contracts

ATLAS PIPELINE PARTNERS REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 10th, 2006 • Noark Pipeline System, L.P. • Natural gas transmission • New York

This REGISTRATION RIGHTS AGREEMENT is dated as of May 12, 2006 (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 Wachovia Capital Markets, LLC (the “Initial Purchaser”).

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8-1/8% Senior Notes due 2015
Senior Note Agreement • July 10th, 2006 • Noark Pipeline System, L.P. • Natural gas transmission

promise to pay to _______________________ or registered assigns, the principal sum of ____________________ Dollars of the United States of America [or such greater or lesser amount as may from time to time be endorsed on the Schedule of Exchanges of Interests in the Global Note] on December 15, 2015.

ATLAS PIPELINE PARTNERS, L.P. ATLAS PIPELINE FINANCE CORPORATION and the Subsidiary Guarantors named herein 8-1/8% SENIOR NOTES DUE 2015 SUPPLEMENTAL INDENTURE DATED AS OF MAY 12, 2006 WACHOVIA BANK, NATIONAL ASSOCIATION, Trustee
Supplemental Indenture • July 10th, 2006 • Noark Pipeline System, L.P. • Natural gas transmission

This SUPPLEMENTAL INDENTURE, dated as of May 12, 2006 is among Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Company”), Atlas Pipeline Finance Corporation, a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Subsidiary Guarantors” on the signature page hereto (the “Subsidiary Guarantors”) and Wachovia Bank, National Association, a national banking association, as Trustee.

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