Atlas Pipeline Partners Lp Sample Contracts

Targa Pipeline Partners LP – THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TARGA PIPELINE PARTNERS LP a Delaware limited partnership (March 5th, 2015)

This THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of TARGA PIPELINE PARTNERS LP (this “Agreement”), dated as of February 27, 2015, is adopted, executed and agreed to, for good and valuable consideration, by and among the Targa Pipeline Partners GP LLC (the “General Partner”) and Targa Resources Partners LP, a Delaware limited partnership (the “Limited Partner”).

Targa Pipeline Partners LP – AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP OF ATLAS PIPELINE PARTNERS, L.P. (March 5th, 2015)

This Amended and Restated Certificate of Limited Partnership (this “Certificate”) of Atlas Pipeline Partners, L.P. (the “Partnership”), dated February 27, 2015, has been duly executed and is filed pursuant to Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware (the “LP Act”) for the purpose of amending and restating the original Certificate of Limited Partnership of the Partnership (the “Original Certificate”), which was filed on May 6, 1999 with the Office of the Secretary of State of the State of Delaware.

Targa Pipeline Partners LP – AMENDED AND RESTATED CERTIFICATE OF FORMATION OF ATLAS PIPELINE PARTNERS GP, LLC (March 5th, 2015)

This Amended and Restated Certificate of Formation (this “Certificate”) of Atlas Pipeline Partners GP, LLC (the “Company”), dated February 27, 2015, has been duly executed and filed in accordance with Section 18-208 of the Delaware Limited Liability Company Act (the “LLC Act”) for the purpose of amending and restating the original Certificate of Formation of the Company (the “Original Certificate”), which was filed on November 18, 1999 with the Office of the Secretary of State of the State of Delaware.

Targa Pipeline Partners LP – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TARGA PIPELINE PARTNERS GP LLC A Delaware Limited Liability Company (March 5th, 2015)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TARGA PIPELINE PARTNERS GP LLC (this “Agreement”), dated as of February 27, 2015, is adopted, executed and agreed to by the Targa Resources Partners LP, a Delaware limited partnership (the “Sole Member”).

Atlas Pipeline Partners Lp – ATLAS PIPELINE PARTNERS, L.P., ATLAS PIPELINE FINANCE CORPORATION, THE SUBSIDIARY GUARANTORS NAMED HEREIN AND as Trustee FIRST SUPPLEMENTAL INDENTURE dated as of January 29, 2015 to the Indenture dated as of May 10, 2013 4.75% Senior Notes due 2021 (March 4th, 2015)

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 29, 2015, is by and among Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Partnership”), Atlas Pipeline Finance Corporation, a Delaware corporation (“Finance Co” and, together with the Partnership, the “Issuers”), the Subsidiary Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National Association, as trustee (the “Trustee”).

Atlas Pipeline Partners Lp – ATLAS PIPELINE PARTNERS, L.P., ATLAS PIPELINE FINANCE CORPORATION, THE SUBSIDIARY GUARANTORS NAMED HEREIN AND as Trustee THIRD SUPPLEMENTAL INDENTURE dated as of January 29, 2015 to the Indenture dated as of February 11, 2013 5 7⁄8% Senior Notes due 2023 (March 4th, 2015)

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 29, 2015, is by and among Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Partnership”), Atlas Pipeline Finance Corporation, a Delaware corporation (“Finance Co” and, together with the Partnership, the “Issuers”), the Subsidiary Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National Association, as trustee (the “Trustee”).

Atlas Pipeline Partners Lp – CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (October 16th, 2014)

This Confidentiality, Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of October 13, 2014, by and among Targa Resources Corp., a Delaware corporation (“TRC”), Targa Resources Partners LP, a Delaware limited partnership (“NGLS”), and Eugene N. Dubay (“Equityholder”). TRC, NGLS and Equityholder are collectively referred to herein as the “Parties” and sometimes each individually as a “Party”.

Atlas Pipeline Partners Lp – VOTING AND SUPPORT AGREEMENT (October 16th, 2014)

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 13, 2014, by and between Atlas Energy, L.P., a Delaware limited partnership (“ATLS”), and the individual executing this Agreement on the signature page hereto (the “Stockholder”).

Atlas Pipeline Partners Lp – CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (October 16th, 2014)

This Confidentiality, Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of October 13, 2014, by and among Targa Resources Corp., a Delaware corporation (“TRC”), Targa Resources Partners LP, a Delaware limited partnership (“NGLS”), and Edward E. Cohen (“Equityholder”). TRC, NGLS and Equityholder are collectively referred to herein as the “Parties” and sometimes each individually as a “Party”.

Atlas Pipeline Partners Lp – VOTING AND SUPPORT AGREEMENT (October 16th, 2014)

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 13, 2014, by and between Targa Resources Partners LP, a Delaware limited partnership (“Parent”), and the individual executing this Agreement on the signature page hereto (the “Unitholder”).

Atlas Pipeline Partners Lp – AGREEMENT AND PLAN OF MERGER BY AND AMONG TARGA RESOURCES CORP. TRIDENT GP MERGER SUB LLC, ATLAS ENERGY, L.P. AND ATLAS ENERGY GP, LLC DATED AS OF OCTOBER 13, 2014 (October 16th, 2014)

This AGREEMENT AND PLAN OF MERGER, dated as of October 13, 2014 (this “Agreement”), is entered into by and among Targa Resources Corp., a Delaware corporation (“Parent”), Trident GP Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub” and, with Parent, the “Parent Entities”), Atlas Energy, L.P., a Delaware limited partnership (the “Partnership”), and Atlas Energy GP, LLC, a Delaware limited liability company and the general partner of the Partnership (“Partnership GP” and, with the Partnership, the “Partnership Entities”).

Atlas Pipeline Partners Lp – VOTING AND SUPPORT AGREEMENT (October 16th, 2014)

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 13, 2014, by and between Targa Resources Corp., a Delaware corporation (“Parent”), and the individual executing this Agreement on the signature page hereto (the “Unitholder”).

Atlas Pipeline Partners Lp – AGREEMENT AND PLAN OF MERGER BY AND AMONG TARGA RESOURCES CORP. TARGA RESOURCES PARTNERS LP TARGA RESOURCES GP LLC TRIDENT MLP MERGER SUB, LLC ATLAS ENERGY, L.P. ATLAS PIPELINE PARTNERS, L.P. AND ATLAS PIPELINE PARTNERS GP, LLC DATED AS OF OCTOBER 13, 2014 (October 16th, 2014)

This AGREEMENT AND PLAN OF MERGER, dated as of October 13, 2014 (this “Agreement”), is entered into by and among Targa Resources Corp., a Delaware corporation (“TRGP”), Targa Resources Partners LP, a Delaware limited partnership (“Parent”), Targa Resources GP LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), Trident MLP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub” and, with Parent and Parent GP, the “Parent Entities”), Atlas Energy, L.P., a Delaware limited partnership (“ATLS”), Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Partnership”), and Atlas Pipeline Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (“Partnership GP” and, with the Partnership, the “Partnership Entities”).

Atlas Pipeline Partners Lp – CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (October 16th, 2014)

This Confidentiality, Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of October 13, 2014, by and among Targa Resources Corp., a Delaware corporation (“TRC”), Targa Resources Partners LP, a Delaware limited partnership (“NGLS”), and Jonathan Z. Cohen (“Equityholder”). TRC, NGLS and Equityholder are collectively referred to herein as the “Parties” and sometimes each individually as a “Party”.

Atlas Pipeline Partners Lp – Atlas Energy, L.P. Park Place Corporate Center One 1000 Commerce Drive, Suit 400 Pittsburgh, PA 15275 (October 16th, 2014)

Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Targa Resources Corp. (“TRGP”), Trident GP Merger Sub LLC, Atlas Energy, L.P. (“ATLS”) and Atlas Energy GP, LLC (the “ATLS Merger Agreement”) and that certain Agreement and Plan of Merger, dated as of the date hereof, by and among TRGP, Targa Resources Partners LP, Trident MLP Merger Sub LLC, ATLS, Atlas Pipeline Partners, L.P. (“APL”) and Atlas Pipeline Partners GP, LLC (the “APL Merger Agreement” and, together with the ATLS Merger Agreement, the “Merger Agreements”). Capitalized terms used but not otherwise defined in this letter agreement shall have the meanings given to such terms in the APL Merger Agreement.

Atlas Pipeline Partners Lp – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 28, 2014 by and among ATLAS PIPELINE PARTNERS, L.P., as Borrower, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank BANK OF AMERICA, N.A., CITIBANK, N.A. AND DEUTSCHE BANK SECURITIES INC., as Co- Syndication Agents ROYAL BANK OF CANADA, as Documentation Agent WELLS FARGO SECURITIES, LLC, as Sole Lead Arranger and Sole Book Manager (August 29th, 2014)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, is entered into as of August 28, 2014, by and among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (“Borrower”), the guarantors party hereto, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders and as Collateral Agent for the Secured Parties.

Atlas Pipeline Partners Lp – AMENDMENT NO. 5 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (August 6th, 2014)

This Amendment No. 5 to the Amended and Restated Credit Agreement (this “Amendment No. 5”) dated as of May 6, 2013 (the “Amendment No. 5 Effective Date”) is entered into among Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Borrower”), the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto (the “Guarantors”), the Lenders signatory hereto and Wells Fargo Bank, National Association, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and amends the Amended and Restated Credit Agreement dated as of July 27, 2007 and amended and restated as of December 22, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, the Guarantors named therein, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and arrangers named therein.

Atlas Pipeline Partners Lp – ATLAS PIPELINE PARTNERS, L.P. Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to Equity Distribution Agreement (May 13th, 2014)
Atlas Pipeline Partners Lp – Contact: Matthew Skelly VP – Investor Relations 1845 Walnut Street Philadelphia, PA 19103 (May 6th, 2014)
Atlas Pipeline Partners Lp – ATLAS PIPELINE PARTNERS, L.P. 8.25% Class E Cumulative Redeemable Perpetual Preferred Units UNDERWRITING AGREEMENT (March 17th, 2014)

Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Partnership”), confirms its agreement with Morgan Stanley & Co. LLC (“Morgan Stanley”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Morgan Stanley and UBS Securities LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Partnership of a total of 4,400,000 8.25% Class E Cumulative Redeemable Perpetual Preferred Units (the “Class E Preferred Units”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Class E Preferred Units set forth in said Exhibit A hereto (such Class E Preferred Units are hereinafter collectively referred to as the “Initial Units”), and with respect to the grant by the Partnership to the Underwriters, acting severally and not

Atlas Pipeline Partners Lp – AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE OPERATING PARTNERSHIP, L.P. (March 17th, 2014)

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.

Atlas Pipeline Partners Lp – AMENDMENT NO. 11 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE PARTNERS, L.P. (March 17th, 2014)

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.

Atlas Pipeline Partners Lp – AMENDMENT NO. 6 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (March 11th, 2014)

This Amendment No. 6 to the Amended and Restated Credit Agreement (this “Amendment No. 6”) dated as of March 11, 2014 (the “Amendment No. 6 Effective Date”) is entered into among Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Borrower”), the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto (the “Guarantors”), the Lenders signatory hereto and Wells Fargo Bank, National Association, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and amends the Amended and Restated Credit Agreement dated as of July 27, 2007 and amended and restated as of December 22, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, the Guarantors named therein, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and arrangers named therein.

Atlas Pipeline Partners Lp – Contact: Matthew Skelly VP – Investor Relations 1845 Walnut Street Philadelphia, PA 19103 (February 18th, 2014)
Atlas Pipeline Partners Lp – ATLAS PIPELINE PARTNERS, L.P. REPORTS THIRD QUARTER 2013 RESULTS (November 5th, 2013)

Philadelphia, PA, November 4, 2013 – Atlas Pipeline Partners, L.P. (NYSE: APL) (“APL”, “Atlas Pipeline”, or the “Partnership”) today reported adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”), of $84.2 million for the third quarter of 2013, driven primarily by a continued increase in overall volumes across the Partnership’s gathering and processing systems. Processed natural gas volumes averaged 1,372 million cubic feet per day (“MMCFD”), a 78.4% increase over the third quarter of 2012. Distributable Cash Flow was $50.6 million for the third quarter of 2013, or $0.65 per average common limited partner unit, compared to $37.6 million for the prior year’s third quarter. The Partnership recognized a net loss of $25.6 million for the third quarter of 2013, compared with a net loss of $6.4 million for the prior year’s third quarter.

Atlas Pipeline Partners Lp – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ATLAS PIPELINE PARTNERS GP, LLC (October 29th, 2013)

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) executed as of October 24, 2013, by and among those persons signatory hereto, as the same may be amended from time to time (such persons being herein sometimes called collectively, the “Members,” and individually, a “Member”).

Atlas Pipeline Partners Lp – INDEPENDENT AUDITOR’S REPORT (July 18th, 2013)

We have audited the accompanying consolidated financial statements of TEAK Midstream, L.L.C. and its subsidiaries, (collectively, the “Company”) which comprise the consolidated balance sheet as of December 31, 2012, and the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for the year then ended and the related notes to the consolidated financial statements.

Atlas Pipeline Partners Lp – MARCH 31, 2013 DECEMBER 31, 2012 ASSETS CURRENT ASSETS: Cash $ 8,074,232 $ 15,274,897 Accounts receivable, no allowance for doubtful accounts 12,570,087 8,967,863 Accounts receivable, related party 1,053,902 14,767,088 Prepaid expenses and other current assets 526,869 412,020 Total current assets 22,225,090 39,421,868 PROPERTY AND EQUIPMENT, net 207,088,005 198,467,097 INVESTMENTS, EQUITY METHOD 174,465,208 173,618,042 DEFERRED FINANCING COSTS, net of accumulated amortization of $658,831 and $463,932 1,729,316 1,496,360 Total assets $ 405,507,619 $ 413,003,367 LIABILITIES AND EQUITY CURRENT LI (July 18th, 2013)
Atlas Pipeline Partners Lp – ATLAS PIPELINE PARTNERS, L.P. (a Delaware limited partnership) and ATLAS PIPELINE FINANCE CORPORATION (a Delaware corporation) 4.75% SENIOR NOTES DUE 2021 PURCHASE AGREEMENT (May 13th, 2013)
Atlas Pipeline Partners Lp – ATLAS PIPELINE PARTNERS, L.P., ATLAS PIPELINE FINANCE CORPORATION, as Issuers, THE SUBSIDIARIES NAMED HEREIN, as Subsidiary Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.75% Senior Notes due 2021 INDENTURE Dated as of May 10, 2013 (May 13th, 2013)

THIS INDENTURE dated as of May 10, 2013 is among Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Company”), Atlas Pipeline Finance Corporation, a Delaware corporation (“Finance Co” and, collectively with the Company, the “Issuers”), the Subsidiary Guarantors (as defined herein) listed on Schedule A hereto, and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

Atlas Pipeline Partners Lp – ATLAS PIPELINE PARTNERS REGISTRATION RIGHTS AGREEMENT (May 13th, 2013)

This REGISTRATION RIGHTS AGREEMENT is dated as of May 10, 2013 (the “Agreement”), by and among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and ATLAS PIPELINE 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 Initial Purchasers listed in Schedule II to the Purchase Agreement (defined below) (the “Initial Purchasers”).

Atlas Pipeline Partners Lp – AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE PARTNERS, L.P. (May 8th, 2013)

THIS AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE PARTNERS, L.P. (this “Amendment”), dated as of May 7, 2013, 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.

Atlas Pipeline Partners Lp – REGISTRATION RIGHTS AGREEMENT by and among ATLAS PIPELINE PARTNERS, L.P. and THE PURCHASERS NAMED HEREIN (May 8th, 2013)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 7, 2013, by and among Atlas Pipeline Partners, L.P., a Delaware limited partnership (“Atlas”), and each of the Purchasers set forth in Exhibit A (each, a “Purchaser” and, collectively, the “Purchasers”).

Atlas Pipeline Partners Lp – CERTIFICATE OF DESIGNATION OF THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF OF CLASS D CONVERTIBLE PREFERRED UNITS (May 8th, 2013)

ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act and its Limited Partnership Agreement, does hereby state and certify that, pursuant to the authority expressly vested in ATLAS PIPELINE PARTNERS GP, LLC, its general partner (the “General Partner”), the General Partner duly adopted the following resolution, which remains in full force and effect as of the date hereof:

Atlas Pipeline Partners Lp – AMENDMENT NO. 4 TO THE AMENDED AND RESTATED CREDIT AGREEMENT AND OMNIBUS AMENDMENT TO GUARANTY AGREEMENTS (April 23rd, 2013)

This Amendment No. 4 to the Amended and Restated Credit Agreement and Omnibus Amendment to Guaranty Agreements (this “Amendment No. 4”) dated as of April 19, 2013 (the “Amendment No. 4 Effective Date”) is entered into among Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Borrower”), the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto (the “Guarantors”), the Lenders signatory hereto and Wells Fargo Bank, National Association, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and amends the Amended and Restated Credit Agreement dated as of July 27, 2007 and amended and restated as of December 22, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, the Guarantors named therein, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and a