0001193125-10-154860 Sample Contracts

AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE PARTNERS, L.P.
Atlas Pipeline Partners Lp • July 7th, 2010 • Natural gas transmission • Delaware

THIS AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE PARTNERS, L.P. (this “Amendment”), dated as of June 30, 2010, is entered into and effectuated by Atlas Pipeline Partners GP, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Partnership”), pursuant to authority granted to it in Sections 5.6 and 13.1 of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 9, 2004 (the “Limited Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Partnership Agreement.

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ATLAS PIPELINE PARTNERS, L.P. 8,000 CLASS C PREFERRED UNITS Class C Preferred Unit Purchase Agreement
Class C Preferred Unit Purchase Agreement • July 7th, 2010 • Atlas Pipeline Partners Lp • Natural gas transmission • Pennsylvania

This is to confirm the agreement between the Company and Investor concerning the purchase of the Preferred Units from the Company by Investor.

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