0001193125-14-102643 Sample Contracts

AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
Amended and Restated Agreement of Limited Partnership • March 17th, 2014 • Atlas Pipeline Partners Lp • Natural gas transmission • Delaware

THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE OPERATING PARTNERSHIP, L.P. (this “Amendment”), dated as of March 17, 2014 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 Operating Partnership, L.P., a Delaware limited partnership (the “Partnership”), pursuant to authority granted to it in Section 13.1 of the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of February 2, 2000 (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. 8.25% Class E Cumulative Redeemable Perpetual Preferred Units UNDERWRITING AGREEMENT
Underwriting Agreement • March 17th, 2014 • Atlas Pipeline Partners Lp • Natural gas transmission • New York

This communication is intended for the sole use of the person to whom it is provided by us. This communication does not constitute an offer to sell the Class E Cumulative Redeemable Perpetual Preferred Units and is not soliciting an offer to buy the Class E Cumulative Redeemable Perpetual Preferred Units in any jurisdiction where the offer or sale is not permitted.

AMENDMENT NO. 11 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE PARTNERS, L.P.
Second Amended and Restated Agreement of Limited Partnership • March 17th, 2014 • Atlas Pipeline Partners Lp • Natural gas transmission • Delaware

THIS AMENDMENT NO. 11 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE PARTNERS, L.P. (this “Amendment”), dated as of March 17, 2014 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 (as further amended, the “Limited Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Partnership Agreement.

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