Amendment No. 6 to Second Amended and Restated Agreement



 Exhibit 10.2(g) 
 AMENDMENT NO. 6 
 TO 
 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED 
 PARTNERSHIP 

OF 
 ATLAS PIPELINE PARTNERS, L.P.

 THIS AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE PARTNERS, L.P. (this
“Amendment”), dated as of March 30, 2009, 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. 
 WHEREAS, Section 5.6(a) of the Limited Partnership Agreement provides that the Partnership may issue additional Partnership Securities for any
Partnership purpose at any time and from time to time for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners (subject to the
provisions of Section 5.7 of the Limited Partnership Agreement); 
 WHEREAS, Section 5.6(b) of the Limited Partnership Agreement
provides that the Partnership Securities authorized to be issued by the Partnership pursuant to Section 5.6(a) of the Limited Partnership Agreement may be issued in one or more classes, or one or more series of any such classes, with such
designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Securities) as shall be fixed by the General Partner; 
 WHEREAS, Section 13.1(g) of the Limited Partnership Agreement provides that the General Partner, without the approval of any Partner or Assignee
(subject to the terms of Section 5.7 of the Limited Partnership Agreement), may amend any provision of the Limited Partnership Agreement that the General Partner determines to be necessary or advisable in connection with the authorization of
issuance of any class or series of Partnership Securities pursuant to Section 5.6 of the Limited Partnership Agreement, and the General Partner has determined that the amendments contemplated hereby are necessary or appropriate in connection
therewith; 
 WHEREAS, the General Partner deems it in the best interest of the Partnership to effect this Amendment to provide for
(i) the amendment of the Class B Preferred Units and (ii) such other matters as are provided herein. 







 NOW, THEREFORE, it is hereby agreed as follows: 
 A. Amendment. The Limited Partnership Agreement is hereby amended as follows: 
 1. Section 1.1 of the Limited Partnership Agreement is hereby amended to add or amend the following definitions in appropriate alphabetical order:

 “Class B Preferred Unit” means a Partnership Security having the rights and obligations set forth in the Amended
and Restated Certificate of Designation of the Powers, Preferences and Relative Participating Optional and other Special Rights of Preferred Units and Qualifications, Limitations and Restrictions thereof of 12% Cumulative Class B Preferred Units for
Atlas Pipeline Partners, L.P. dated as of March 30, 2009, attached hereto as Exhibit 5.12(b) and incorporated herein (the “Class B Preferred Certificate of Designation”). 
 2. Article VI of the Limited Partnership Agreement is hereby amended to add a new Section 6.1(d)(xv) as follows: 
 (xv) Allocations for Additional Partnership Securities. Any special allocations required by Section 5.6(b) in respect of
additional Partnership Securities issued pursuant thereto. 
 In the case of any Partnership Securities issued by the
Partnership pursuant to Section 5.6(b) that have been treated as debt for federal income tax purposes, if such Partnership Securities are reclassified as equity for federal income tax purposes, the holders thereof shall be allocated an amount
of Partnership gross income equal to the amount of all distributions with respect to such Partnership Securities including any amounts paid in redemption or liquidation that are attributable to accrued but unpaid distributions. No other amounts of
income, loss, deduction or credit shall be allocated to the holder of new Partnership Securities, including with respect to any other amounts distributed in connection with the redemption of such Partnership Securities or liquidation of the
Partnership. 
 B. Agreement in Effect. Except as hereby amended, the Limited Partnership Agreement shall remain in full force and
effect. 
 C. Applicable Law. This Amendment shall be construed in accordance with and governed by the laws of the state of
Delaware, without regard to principles of conflicts of laws. 
 D. Invalidity of Provisions. If any provision of this Amendment
is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. 
  

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 IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above. 
  

			
	ATLAS PIPELINE PARTNERS, L.P.
		
	By:	 	Atlas Pipeline Partners GP, LLC, its general partner
		
	By:	 	  

	Name:	 	Eugene N. Dubay
	Title:	 	CEO and President


  

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