0001193125-11-045299 Sample Contracts

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE HOLDINGS, L.P.
Atlas Energy, L.P. • February 24th, 2011 • Natural gas transmission • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE HOLDINGS, L.P., effective as of February 17, 2011, is entered into by and among Atlas Pipeline Holdings GP, LLC, a Delaware limited liability company, as the General Partner and as lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS PIPELINE HOLDINGS GP, LLC
Limited Liability Company Agreement • February 24th, 2011 • Atlas Energy, L.P. • Natural gas transmission • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ATLAS PIPELINE HOLDINGS GP, LLC (the “Company”), effective as of February 17, 2011, is entered into by Atlas Pipeline Holdings, L.P., a Delaware limited partnership, as sole member of the Company (“AHD”).

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Atlas Energy, L.P. • February 24th, 2011 • Natural gas transmission • Delaware

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”), effective as of February 18, 2011, is entered into by Atlas Pipeline Holdings GP, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

CREDIT AGREEMENT dated as of February 17, 2011 among ATLAS PIPELINE HOLDINGS, L.P., as Borrower, THE LENDERS PARTY HERETO, and CITIBANK, N.A., as Administrative Agent Sole Lead Arranger and Sole Bookrunner CITIBANK, N.A.
Credit Agreement • February 24th, 2011 • Atlas Energy, L.P. • Natural gas transmission • New York

THIS CREDIT AGREEMENT, dated as of February 17, 2011, is among ATLAS PIPELINE HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”); each of the Lenders from time to time party hereto; and CITIBANK, N.A. (in its individual capacity, “Citibank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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