Registration Rights Agreement



 Exhibit 10.2 
 REGISTRATION RIGHTS AGREEMENT 
 by and among 
 ATLAS PIPELINE HOLDINGS, L.P. 
 and

 THE PURCHASERS NAMED HEREIN 







 TABLE OF CONTENTS 
  


					
	 	    	 	  	Page
	 ARTICLE I        DEFINITIONS
	  	1
			
	 Section 1.01
	    	Definitions	  	1
	 Section 1.02
	    	Registrable Securities	  	2
		
	ARTICLE II      REGISTRATION RIGHTS	  	3
			
	 Section 2.01
	    	Registration	  	3
	 Section 2.02
	    	Piggyback Rights	  	5
	 Section 2.03
	    	Sale Procedures	  	7
	 Section 2.04
	    	Cooperation by Holders	  	10
	 Section 2.05
	    	Restrictions on Public Sale by Holders of Registrable Securities	  	10
	 Section 2.06
	    	Expenses	  	11
	 Section 2.07
	    	Indemnification	  	11
	 Section 2.08
	    	Rule 144 Reporting	  	13
	 Section 2.09
	    	Transfer or Assignment of Registration Rights	  	14
	 Section 2.10
	    	Limitation on Subsequent Registration Rights	  	14
		
	 ARTICLE III    MISCELLANEOUS
	  	14
			
	 Section 3.01
	    	Communications	  	14
	 Section 3.02
	    	Successor and Assigns	  	15
	 Section 3.03
	    	Aggregation of Purchased Units	  	15
	 Section 3.04
	    	Recapitalization, Exchanges, Etc. Affecting the Units	  	15
	 Section 3.05
	    	Change of Control	  	15
	 Section 3.06
	    	Specific Performance	  	15
	 Section 3.07
	    	Counterparts	  	15
	 Section 3.08
	    	Headings	  	15
	 Section 3.09
	    	Governing Law	  	15
	 Section 3.10
	    	Severability of Provisions	  	15
	 Section 3.11
	    	Entire Agreement	  	16
	 Section 3.12
	    	Amendment	  	16
	 Section 3.13
	    	No Presumption	  	16
	 Section 3.14
	    	Obligations Limited to Parties to Agreement	  	16

  

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 REGISTRATION RIGHTS AGREEMENT 
 THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 27, 2007 by and among Atlas Pipeline
Holdings, L.P., a Delaware limited partnership (“Atlas Pipeline Holdings”), and each of the Purchasers set forth in Exhibit A (each, a “Purchaser” and, collectively, the “Purchasers”).

 WHEREAS, this Agreement is made in connection with the Closing of the issuance and sale of the Purchased Units pursuant to the Common Unit
Purchase Agreement, dated as of June 1, 2007, by and among Atlas Pipeline Holdings and the Purchasers (the “Purchase Agreement”); 
 WHEREAS, Atlas Pipeline Holdings has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers pursuant to the Purchase Agreement; and 
 WHEREAS, it is a condition to the obligations of each Purchaser and Atlas Pipeline Holdings under the Purchase Agreement that this Agreement be executed
and delivered; 
 NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows: 
 ARTICLE I 
 DEFINITIONS 
 Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement. The terms set forth below are used herein as so defined:

 “Agreement” has the meaning specified therefor in the introductory paragraph. 
 “Atlas Pipeline Holdings” has the meaning specified therefor in the introductory paragraph. 
 “Atlas Pipeline Partners GP” means Atlas Pipeline Partners GP, LLC, a Delaware limited liability company. 
 “Effectiveness Period” has the meaning specified therefor in Section 2.01(a)(i) of this Agreement. 
 “Holder” means the record holder of any Registrable Securities. 
 “Included Registrable Securities” has the meaning specified therefor in Section 2.02(a) of this Agreement. 
 “Liquidated Damages” has the meaning specified therefor in Section 2.01(a)(ii) of this Agreement. 







 “Liquidated Damages Multiplier” means the product of $27.00 times the number of
Purchased Units purchased by such Purchaser. 
 “Losses” has the meaning specified therefor in Section 2.07(a) of this
Agreement. 
 “Managing Underwriter” means, with respect to any Underwritten Offering, the book-running lead manager of such
Underwritten Offering. 
 “Opt Out Notice” has the meaning specified therefor in Section 2.02(a) of this Agreement.

 “Parity Securities” has the meaning specified therefor in Section 2.02(b) of this Agreement. 
 “Purchase Agreement” has the meaning specified therefor in the recitals of this Agreement. 
 “Purchaser” and “Purchasers” have the meanings specified therefor in the introductory paragraph of this Agreement.

 “Registrable Securities” means: (i) the Purchased Units, (ii) any Common Units issued as Liquidated Damages
pursuant to this Agreement, and (iii) any Common Units issued pursuant to Section 5.01 of the Purchase Agreement. 
 “Registration Expenses” has the meaning specified therefor in Section 2.06(a) of this Agreement. 
 “Registration Statement” has the meaning specified therefor in Section 2.01(a)(i) of this Agreement. 
 “Selling Expenses” has the meaning specified therefor in Section 2.06(a) of this Agreement. 
 “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement. 
 “Selling Holder Indemnified Persons” has the meaning specified therefor in Section 2.07(a) of this Agreement. 
 “Target Effective Date” has the meaning specified therefor in Section 2.01(a)(i) of this Agreement. 
 “Underwritten Offering” means an offering (including an offering pursuant to a Registration Statement) in which Units are sold to an underwriter on a firm commitment basis for reoffering to the public. 
 Section 1.02 Registrable Securities. Any Registrable Security will cease to be a Registrable Security: (a) when a registration statement
covering such Registrable Security is effective and such Registrable Security has been sold or disposed of pursuant to such effective 

  

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registration statement; (b) when such Registrable Security has been disposed of pursuant to any section of Rule 144 (or any similar provision then in
force) under the Securities Act; (c) two years after the Closing Date; (d) when such Registrable Security is held by Atlas Pipeline Holdings or one of its Subsidiaries; or (e) when such Registrable Security has been sold in a private
transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities. 
 ARTICLE II

 REGISTRATION RIGHTS 
 Section 2.01 Registration. 
 (a) Registration. 
 (i) Deadline To Become Effective. As promptly as practicable (but in no event later than 120 days following the Closing Date), Atlas Pipeline
Holdings shall prepare and file a registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in
force), with respect to all of the Registrable Securities (the “Registration Statement”). Atlas Pipeline Holdings shall use its commercially reasonable efforts to cause the Registration Statement to become effective no later
than 195 days following the Closing Date (the “Target Effective Date”). A Registration Statement filed pursuant to this Section 2.01 shall be on such appropriate registration form of the Commission as shall be selected by
Atlas Pipeline Holdings. Atlas Pipeline Holdings will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier
of (i) the date as of which all such Registrable Securities are sold by the Purchasers and (ii) two years following the Closing Date (the “Effectiveness Period”). The Registration Statement when declared effective
(including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading. 
 (ii) Failure To Become
Effective. If the Registration Statement required by this Section 2.01 is not effective by the Target Effective Date, then each Purchaser shall be entitled to a payment with respect to such Purchaser’s Registrable Securities, as
liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period for the first 30 days following the Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day
period for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall
be payable within ten Business Days of the end of each such 30-day period. Liquidated Damages for any period of less than 30 days shall be prorated by multiplying Liquidated Damages to be paid in a full 30-day period by a fraction, the
numerator of which is the number of days for which Liquidated Damages are owed, and the denominator of which is 30. Any Liquidated Damages shall be paid to each Purchaser in cash or immediately available funds; provided, however, if
Atlas Pipeline Holdings certifies that it is unable to pay Liquidated 

  

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Damages in cash or immediately available funds because such payment would result in a breach under any of Atlas Pipeline Holdings’ or Atlas Pipeline
Partners GP’s credit facilities or other indebtedness filed as exhibits to the Atlas Pipeline Holdings SEC Documents, then Atlas Pipeline Holdings may pay the Liquidated Damages in kind in the form of the issuance of additional Common
Units. Upon any issuance of Common Units as Liquidated Damages, Atlas Pipeline Holdings shall promptly prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units to such Registration
Statement as additional Registrable Securities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume weighted average closing price of the
Common Units (as reported by The New York Stock Exchange) for the ten trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount of 2%. Any obligation of Atlas Pipeline Holdings to pay Liquidated
Damages (other than Liquidated Damages owing but not yet paid) to a Purchaser shall cease two years following the Closing Date. As soon as practicable following the date that the Registration Statement or any post-effective amendment thereto
becomes effective, but in any event within two Business Days of such date, Atlas Pipeline Holdings shall provide the Purchasers with written notice of the effectiveness of the Registration Statement. 
 (iii) Waiver of Liquidated Damages. If Atlas Pipeline Holdings is unable to cause a Registration Statement to become effective by the Target
Effective Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then Atlas Pipeline Holdings may request a waiver of the Liquidated Damages, which may be granted or withheld by the consent of the
Holders of two-thirds of Purchased Units, voting as a single class, in their sole discretion. 
 (b) Delay
Rights. Notwithstanding anything to the contrary contained herein, Atlas Pipeline Holdings may, upon written notice to all of the Selling Holders whose Registrable Securities are included in the Registration Statement, suspend such Selling
Holders’ use of any prospectus which is a part of the Registration Statement (in which event each such Selling Holder shall cease offers and sales of the Registrable Securities pursuant to the Registration Statement) but such Selling Holder may
settle any previously made sales of Registrable Securities, if (i) Atlas Pipeline Holdings is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Atlas Pipeline Holdings determines in good faith that
Atlas Pipeline Holdings’ ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or (ii) Atlas Pipeline Holdings has experienced
some other material non-public event, the disclosure of which at such time, in the good faith judgment of Atlas Pipeline Holdings, would materially adversely affect Atlas Pipeline Holdings; provided, however, in no event shall such
Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds an aggregate of 30 days in any 90-day period or 90 days in any 365-day period. Upon disclosure of such information
or the termination of the condition described above, Atlas Pipeline Holdings shall (i) provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement, (ii) promptly terminate any
suspension of sales it has put into effect and (iii) take such other reasonable actions to permit sales of Registrable Securities as contemplated in this Agreement. 
  


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 (c) Additional Rights to Liquidated Damages. If (i) the Holders shall be prohibited from
selling their Registrable Securities under the Registration Statement as a result of a suspension pursuant to Section 2.01(b) of this Agreement in excess of the periods permitted therein or (ii) the Registration Statement is filed and
effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to the Registration Statement, a supplement to the prospectus
or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission and effective, but
not including any day on which a suspension is lifted or such amendment, supplement or report is filed and effective, if applicable, the Holders shall be entitled to receive an amount equal to the Liquidated Damages, following (x) the date on
which the suspension period exceeded the permitted period under Section 2.01(b) of this Agreement or (y) the date after the Registration Statement ceased to be effective or failed to be useable for its intended purposes, as liquidated
damages and not as a penalty. For purposes of this Section 2.01(c), a suspension shall be deemed lifted on the date that notice that the suspension has been lifted or that a post-effective amendment is effective is delivered to the Holders
pursuant to Section 3.01 of this Agreement. 
 (d) S-1 Filing. In addition to the rights provided in Section 2.01(a), if
Atlas Pipeline Holdings is not eligible to file a shelf registration statement on Form S-3 for all Registrable Securities within the time periods referenced in Section 2.01(a), one or more Holders collectively holding greater than $25 million
of Registrable Securities, based on the Unit Price, may thereafter deliver written notice to Atlas Pipeline Holdings that such Holders wish to register under the Securities Act an aggregate of at least $25 million of Registrable Securities, based on
the Unit Price, specifying the amount and intended method of disposition of such Registrable Securities. Atlas Pipeline Holdings will promptly give written notice of such requested registration to all other Holders, and thereupon will, as
expeditiously as possible, use its reasonable best efforts to effect the registration under the Securities Act of (i) such Registrable Securities which Atlas Pipeline Holdings has been so requested to register by such Holders and (ii) all
other Registrable Securities which Atlas Pipeline Holdings has been requested to register by any other Holder (which request shall specify the amount and intended method of disposition of such Registrable Securities, including an Underwritten
Offering) to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered. 
 Section 2.02 Piggyback Rights. 
 (a) Participation. If at any time Atlas Pipeline Holdings proposes to file (i) a shelf registration statement other than the Registration Statement (in which event Atlas Pipeline Holdings covenants and agrees to include
thereon a description of the transaction under which the Purchasers acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by
Section 2.01 of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units
in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) the initial preliminary prospectus supplement relating to such Underwritten
Offering pursuant to 

  

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Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities
Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then Atlas Pipeline Holdings shall give notice (including, but not limited to, notification by electronic mail) of such proposed
Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Common Units (the “Included Registrable Securities”) as each such Holder may
request in writing; provided, however, that if Atlas Pipeline Holdings has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse
effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) of
this Agreement. The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by such Holder. Each such
Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder
shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Atlas Pipeline
Holdings shall determine for any reason not to undertake or to delay such Underwritten Offering, Atlas Pipeline Holdings may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a
determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay
such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s
request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to Atlas Pipeline Holdings of such withdrawal up to and including the time of pricing of such offering. Each Holder’s
rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds less than $2 million, in aggregate, of Registrable Securities, based on the Unit Price. Notwithstanding the foregoing,
any Holder may deliver written notice (an “Opt Out Notice”) to Atlas Pipeline Holdings requesting that such Holder not receive notice from Atlas Pipeline Holdings of any proposed Underwritten Offering; provided, that such
Holder may later revoke any such notice. 
 (b) Priority of Rights. If the Managing Underwriter or Underwriters of any proposed
Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas Pipeline Holdings, or Atlas Pipeline Holdings reasonably determines, that the total amount of Registrable Securities
that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units
offered or the market for the Common Units, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas Pipeline
Holdings, or Atlas Pipeline Holdings reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Pipeline Holdings, and (ii)

  

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second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other securities of Atlas Pipeline Holdings
having rights of registration on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable
Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by
(y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders and holders of Parity Securities participating in the Underwritten Offering.
 Section 2.03 Sale Procedures. In connection with its obligations under this Article II, Atlas Pipeline Holdings will, as expeditiously as
possible: 
 (a) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in
connection therewith as may be necessary to cause the Registration Statement to become effective and to keep the Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by the Registration Statement; 
 (b) furnish to each Selling Holder
(i) as far in advance as reasonably practicable before filing the Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete
drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the
opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing
the Registration Statement or such other registration statement or supplement or amendment thereto, and (ii) such number of copies of the Registration Statement or such other registration statement and the prospectus included therein and any
supplements and amendments thereto as such Persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement; 

(c) if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration Statement or
any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request;
provided, however, that Atlas Pipeline Holdings will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action which would subject it to general
service of process in any such jurisdiction where it is not then so subject; 
 (d) promptly notify each Selling Holder, at any time when a
prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of the Registration Statement or any other registration statement contemplated by this 

  

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Agreement or any prospectus to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or
any other registration statement or any post-effective amendment thereto, when the same has become effective; and (ii) the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) and any
written request by the Commission for amendments or supplements to the Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto; 
 (e) immediately notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of
(i) the happening of any event as a result of which the prospectus or prospectus supplement contained in the Registration Statement or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ii) the issuance or express threat of
issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the
receipt by Atlas Pipeline Holdings of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of
such notice, Atlas Pipeline Holdings agrees to as promptly as practicable amend or supplement the prospectus or take other appropriate action so that the prospectus does not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other action as is necessary to remove a stop order, suspension or proceedings related
thereto. Each Selling Holder, upon receipt of notice from Atlas Pipeline Holdings of the happening of any event of the kind described in this Section 2.03(e), shall forthwith discontinue offers and sales of the Registrable Securities until such
Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by this Section 2.03(e) or until it is advised in writing by Atlas Pipeline Holdings that the use of the prospectus may be resumed and has
received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by Atlas Pipeline Holdings, such Selling Holder will deliver to Atlas Pipeline Holdings (at Atlas Pipeline Holdings’
expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice; 
 (f) upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or
other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;

 (g) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; 
  

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 (h) cause all such Registrable Securities registered pursuant to this Agreement to be listed on each
securities exchange or nationally recognized quotation system on which similar securities issued by Atlas Pipeline Holdings are then listed; 
 (i) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of Atlas
Pipeline Holdings to enable the Selling Holders to consummate the disposition of such Registrable Securities; 
 (j) provide a transfer agent
and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement; 
 (k) enter into customary agreements, take such other actions, and provide reasonable cooperation and access to management, as are reasonably requested by the Selling Holders or the underwriters, if any, in order to
expedite or facilitate the disposition of such Registrable Securities; 
 (l) if requested by a Purchaser: (i) incorporate in a
prospectus supplement or post-effective amendment such information as such Purchaser reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of
Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or
post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement; and 
 (m) include in the plan of distribution section of a registration statement the following language with respect to the selling unitholders: 

“The selling unitholders may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third
parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement,
including in short sale transactions. If so, the third party may use securities pledged by the selling unitholders or borrowed from the selling unitholders or others to settle those sales or to close out any related open borrowings of Units, and may
use securities received from the selling unitholders in settlement of those derivatives to close out any related open borrowings of Units.” 
  

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 (n) if the Purchasers are deemed to be “underwriters,” as defined in Section 2(a)(11) of
the Securities Act, in connection with the registration statement in respect of any registration of Registrable Securities pursuant to this Agreement, and any amendment or supplement thereof, then for a period of two years following the Closing
Date, Atlas Pipeline Holdings will cooperate with the Purchasers in allowing the Purchasers to conduct customary “underwriter’s due diligence” with respect to Atlas Pipeline Holdings and satisfy their obligations in respect thereof.
In addition, for a period of one year following the Closing Date at the request of a Purchaser seeking to offer or sell Registrable Securities, Atlas Pipeline Holdings will furnish to such Purchaser, on the date of the effectiveness of any
Registration Statement covering the sale of such Purchaser’s Registrable Securities and thereafter no more often than on a quarterly basis, (i) a letter, dated such date, from Atlas Pipeline Holdings’ independent certified public
accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to such Purchaser, (ii) an opinion, dated as of such date, of counsel
representing Atlas Pipeline Holdings in form, scope and substance as is customarily given in an underwritten public offering, including a standard “10b-5” opinion for such offering, addressed to such Purchaser and (iii) a standard
officer’s certificate from the Chief Executive Officer and Chief Financial Officer of Atlas Pipeline Holdings addressed to such Purchaser. Atlas Pipeline Holdings will also permit one legal counsel to such Purchaser(s) to review and comment
upon any such Registration Statement at least five Business Days prior to its filing with the Commission and all amendments and supplements to any such Registration Statement within a reasonable number of days prior to their filing with the
Commission and not file any such Registration Statement or amendment or supplement thereto in a form to which such Purchaser’s legal counsel reasonably objects. 
 Section 2.04 Cooperation by Holders. Atlas Pipeline Holdings shall have no obligation to include in the Registration Statement Registrable Securities of a Holder, or in an Underwritten Offering pursuant to
Section 2.02 Registrable Securities of a Selling Holder, who has failed to timely furnish such information that Atlas Pipeline Holdings determines, after consultation with counsel, is reasonably required to be furnished or confirmed in order
for the registration statement or prospectus supplement, as applicable, to comply with the Securities Act. 
 Section 2.05
Restrictions on Public Sale by Holders of Registrable Securities. For a period of 365 days from the Closing Date, each Holder of Registrable Securities agrees not to effect any public sale or distribution of the Registrable Securities for a
period of up to 30 days following completion of an Underwritten Offering of equity securities by Atlas Pipeline Holdings (except as provided in this Section 2.05); provided, however, that the duration of the foregoing restrictions
shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the executive officers or directors of Atlas Pipeline Holdings on whom a restriction is imposed in connection with such public
offering. In addition, the provisions of this Section 2.05 shall not apply with respect to a Holder that (A) owns less than $2 million, in aggregate, of Registrable Securities based on the Unit Price or (B) has delivered an Opt
Out Notice to Atlas Pipeline Holdings pursuant to Section 2.02(a) hereof; provided, further, the above shall not apply, in the case of a Purchaser that is a large multi-unit investment or commercial banking organization, to
activities in the normal course of trading units of such Purchaser other than the Participating Unit, so long as such other units are not acting on behalf of the Participating Unit and have not been provided with confidential information regarding
Atlas Pipeline Holdings by the Participating Unit. 
  

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 Section 2.06 Expenses. 
 (a) Certain Definitions. “Registration Expenses” means all expenses incident to Atlas Pipeline Holdings’ performance
under or compliance with this Agreement to effect the registration of Registrable Securities on the Registration Statement pursuant to Section 2.01 hereof or an Underwritten Offering covered under this Agreement, and the disposition of such
securities, including, without limitation, all registration, filing, securities exchange listing and The New York Stock Exchange fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws,
fees of the National Association of Securities Dealers, Inc., transfer taxes and fees of transfer agents and registrars, all word processing, duplicating and printing expenses and the fees and disbursements of one counsel to the Holders and the
independent public accountants for Atlas Pipeline Holdings, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance. “Selling Expenses” means
all underwriting fees, discounts and selling commissions allocable to the sale of the Registrable Securities. 
 (b)
Expenses. Atlas Pipeline Holdings will pay all reasonable Registration Expenses as determined in good faith, including, in the case of an Underwritten Offering, whether or not any sale is made pursuant to such Underwritten
Offering. In addition, except as otherwise provided in Section 2.07 hereof, Atlas Pipeline Holdings shall not be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’ rights
hereunder. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. 
 Section 2.07 Indemnification. 
 (a) By Atlas Pipeline Holdings. In the event of an
offering of any Registrable Securities under the Securities Act pursuant to this Agreement, Atlas Pipeline Holdings will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective
directors and officers, and each underwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls such Selling Holder or underwriter within the meaning
of the Securities Act and the Exchange Act, and its directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’
fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or any other registration statement
contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading or arise out of or are based upon a Selling Holder being
deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Atlas Pipeline Holdings’ securities, and will reimburse each
such Selling 

  

 11 








 
Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions
or proceedings; provided, however, that Atlas Pipeline Holdings will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or such other registration statement, or prospectus supplement, as
applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such Selling Holder, its directors or officers or any underwriter or controlling Person, and
shall survive the transfer of such securities by such Selling Holder. 
 (b) By Each Selling Holder. Each Selling Holder agrees
severally and not jointly to indemnify and hold harmless Atlas Pipeline Holdings, its directors and officers, and each Person, if any, who controls Atlas Pipeline Holdings within the meaning of the Securities Act or of the Exchange Act, and its
directors and officers, to the same extent as the foregoing indemnity from Atlas Pipeline Holdings to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder
expressly for inclusion in the Registration Statement or any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto; provided, however, that the liability of each Selling Holder shall not be
greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification. 
 (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may
have to any indemnified party other than under this Section 2.07. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to
assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.07 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof
other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the
indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the
indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the
indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable
expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought 

  

 12 








 
against an indemnified party with respect to which the indemnified party is entitled to indemnification hereunder without the consent of the indemnified
party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnified party. 
 (d) Contribution. If the indemnification provided for in this Section 2.07 is held by a court or government agency of competent
jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or
omissions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount
of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the
other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by
such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to
this paragraph were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses
referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss which is the subject of this
paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation. 

(e) Other Indemnification. The provisions of this Section 2.07 shall be in addition to any other rights to indemnification or
contribution which an indemnified party may have pursuant to law, equity, contract or otherwise. 
 Section 2.08 Rule 144
Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, Atlas Pipeline Holdings agrees to use its
commercially reasonable efforts to: 
 (a) make and keep public information regarding Atlas Pipeline Holdings available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times from and after the date hereof; 
 (b) file with the Commission in
a timely manner all reports and other documents required of Atlas Pipeline Holdings under the Securities Act and the Exchange Act at all times from and after the date hereof; and 
  

 13 








 (c) so long as a Holder owns any Registrable Securities, furnish, unless otherwise not available at no
charge by access electronically to the Commission’s EDGAR filing system, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of Atlas Pipeline Holdings, and such other reports and documents so filed as
such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration. 
 Section 2.09 Transfer or Assignment of Registration Rights. The rights to cause Atlas Pipeline Holdings to register Registrable Securities granted to the Purchasers by Atlas Pipeline Holdings under this
Article II may be transferred or assigned by any Purchaser to one or more transferee(s) or assignee(s) of such Registrable Securities or by total return swap; provided, however, that, except with respect to a total return swap,
(a) unless such transferee is an Affiliate of such Purchaser or another Purchaser, each such transferee or assignee holds Registrable Securities in the amount of $5 million, based on the Unit Price, (b) Atlas Pipeline Holdings is given
written notice prior to any said transfer or assignment, stating the name and address of each such transferee and identifying the securities with respect to which such registration rights are being transferred or assigned, and (c) each such
transferee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement. 
 Section 2.10
Limitation on Subsequent Registration Rights. From and after the date hereof, Atlas Pipeline Holdings shall not, without the prior written consent of the Holders of Registrable Securities, (i) enter into any agreement with any current or
future holder of any securities of Atlas Pipeline Holdings that would allow such current or future holder to require Atlas Pipeline Holdings to include securities in any registration statement filed by Atlas Pipeline Holdings on a basis that is
superior in any way to the piggyback rights granted to the Purchasers hereunder or (ii) grant registration rights to any other Person that would be superior to the Purchasers’ registration rights hereunder. 
 ARTICLE III 
 MISCELLANEOUS

 Section 3.01 Communications. All notices and other communications provided for or permitted hereunder shall be made in
writing by facsimile, electronic mail, courier service or personal delivery: 
 (a) if to Atlas Pipeline Holdings, to the address set forth on
its signature page; 
 (b) if to a Purchaser, to the address set forth on Exhibit A; and 
 (c) if to a transferee of a Purchaser, to such Holder at the address provided pursuant to Section 2.09 hereof. 
 All such notices and communications shall be deemed to have been received: at the time delivered by hand, if personally delivered; when receipt
acknowledged, if sent via facsimile or electronic mail; and when actually received, if sent by courier service or any other means. 
  

 14 








 Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein. 
 Section 3.03 Aggregation of Purchased Units. All Purchased Units held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability
of any rights under this Agreement. 
 Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Units. The provisions of this
Agreement shall apply to the full extent set forth herein with respect to any and all units of Atlas Pipeline Holdings or any successor or assign of Atlas Pipeline Holdings (whether by merger, consolidation, sale of assets or otherwise) which may be
issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations and the like occurring after the date of this Agreement, including any
issuance pursuant to Section 5.01 of the Purchase Agreement. 
 Section 3.05 Change of Control. Atlas Pipeline Holdings
shall not merge, consolidate or combine with any other Person unless the agreement providing for such merger, consolidation or combination expressly provides for the continuation of the registration rights specified in this Agreement with respect to
the Registrable Securities or other equity securities issued pursuant to such merger, consolidation or combination. 
 Section 3.06
Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy
or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby
waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any
other rights and remedies at law or in equity which such Person may have. 
 Section 3.07 Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement. 
 Section 3.08 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. 
 Section 3.09 Governing Law. The Laws of the State
of New York shall govern this Agreement without regard to principles of conflict of Laws. 
 Section 3.10 Severability of
Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction. 
  

 15 








 Section 3.11 Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to the rights granted by Atlas Pipeline Holdings set forth herein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings between
the parties with respect to such subject matter. 
 Section 3.12 Amendment. This Agreement may be amended only by means of a
written amendment signed by Atlas Pipeline Holdings and the Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder
hereunder without the consent of such Holder. 
 Section 3.13 No Presumption. If any claim is made by a party relating to any
conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel. 
 Section 3.14 Obligations Limited to Parties to Agreement. Each of the Parties hereto covenants, agrees and acknowledges that no Person other
than the Purchasers (and their permitted assignees) and Atlas Pipeline Holdings shall have any obligation hereunder and that, notwithstanding that one or more of the Purchasers may be a corporation, partnership or limited liability company, no
recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited
partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether
by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be
incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future director, officer, employee, agent, general
or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or
therewith or for any claim based on, in respect of or by reason of such obligation or its creation. 
 [The remainder of this page is
intentionally left blank] 
  

 16 








 IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above
written. 
  

					
	ATLAS PIPELINE HOLDINGS, L.P.
		
	By:	 	Atlas Pipeline Holdings GP, LLC, its general partner
		
	By:	 	  

	Name:	 	Mathew A. Jones
	Title:	 	Chief Financial Officer


  

									
		 		 	Address for notices:	 	Atlas Pipeline Holdings GP, LLC
		 		 		 	West Pointe Corporate Center I
		 		 		 	1550 Coraopolis Heights Road, Second Floor
		 		 		 	Moon Township, PA 15108
				
		 		 	With copies to:	 	Ledgewood
		 		 		 	1900 Market Street, Suite 750
		 		 		 	Philadelphia, PA 19103
		 		 		 	Fax:	 	215-735-2513
		 		 		 	Attn:	 	Lisa A. Ernst
				
		 		 		 	Jones Day
		 		 		 	77 W. Wacker Drive
		 		 		 	Chicago, IL 60601
		 		 		 	Fax:	 	312-782-8585
		 		 		 	Attn:	 	Timothy J. Melton









			
	ROYAL BANK OF CANADA
	by its agent
	RBC Capital Markets Corporation
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	SWANK MLP CONVERGENCE FUND, LP
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	THE CUSHING MLP OPPORTUNITY FUND I, LP
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	ZLP FUND, L.P.
	By:	 	Zimmer Lucas Partners, LLC, its general partner
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	LEHMAN BROTHERS INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	MAGNETAR CAPITAL FUND, LP
	By:	 	Magnetar Financial LLC, its general partner
		
	By:	 	  

	Name:	 	
	Title:	 	









			
	 STRUCTURED FINANCE AMERICAS, LLC

		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	LB I Group Inc.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P.

	By:	 	Lehman Brothers MLP Opportunity Associates L.P., its general partner
	By:	 	Lehman Brothers MLP Opportunity Associates L.L.C., its general partner
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 COBALT PARTNERS, LP

	By:	 	Cobalt Management, LLC, its General Partner
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 COBALT PARTNERS II, LP

	By:	 	Cobalt Management, LLC, its General Partner
		
	By:	 	  

	Name:	 	
	Title:	 	









			
	GUGGENHEIM PORTFOLIO COMPANY XI, LLC
	By:	 	Cobalt Capital Management, its Investment Manager
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 COBALT CAPITAL SPV 2 LLC

	By:	 	Cobalt Management, LLC, its General Partner
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 CREDIT SUISSE MANAGEMENT LLC

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 SUNLIGHT CAPITAL PARTNERS, LLC

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 OMEGA ADVISORS, INC.*

		
	By:	 	  

	Name:	 	
	Title:	 	



	*	solely in its capacity as investment manager of the following entities and not in its individual corporate capacity: 

 Omega Capital Partners, L.P. 
 Omega Capital Investors, L.P. 
 Omega SPV Partners II, L.P. 
 Omega SPV Partners III, L.P. 
 Omega Equity Investors, L.P. 
 Beta Equities, Inc. 
 GS&Co Profit Sharing Master Trust 
 Presidential Life Corporation

 The Ministers and Missionaries Benefit Board of American Baptist Churches 








			
	LEON G. COOPERMAN
		
	By:	 	
	
	 TOBY COOPERMAN

		
	By:	 	  

	
	 MICHAEL COOPERMAN

		
	By:	 	  

	
	 WATCHUNG ROAD ASSOCIATES, L.P.

	By:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 WINGATE CAPITAL LTD.

	By:	 	Citadel Limited Partnership, Portfolio Manger
	By:	 	Citadel Investment Group, L.L.C., its General Partner
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 BRAHMAN CAPITAL CORP.*

		
	By:	 	  

	Name:	 	
	Title:	 	



	*	solely in its capacity as investment manager of the following entities and not in its individual corporate capacity: 

 Braham Partners II, L.P. 
 Braham Partners III, L.P. 
 BY Partners, L.P. 
 Braham C.P.F. Partners, L.P. 
 Braham Partners IV, L.P. 








			
	 THE BAUPOST GROUP, LLC*

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	



	*	solely in its capacity as investment manager of the following entities and not in its individual corporate capacity: 

 Baupost Limited Partnership 1983 A-1 
 Baupost Limited Partnership 1983 B-1

 Baupost Limited Partnership 1983 C-1 
 HP Institutional Limited
Partnership 
 PB Institutional Limited Partnership 
 YB
Institutional Limited Partnership 
 Baupost Value Partnership, L.P. – I 
 Baupost Value Partnership, L.P. – II 
 Baupost Value Partnership, L.P. – III 
  

			
	 IRIDIAN ASSET MANAGEMENT LLC*

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	



	*	solely in its capacity as investment manager of the following entities and not in its individual corporate capacity: 

 Iridian Principals Fund, LP 
 First Eagle Fund of America 
  

			
	 TPG-AXON PARTNERS, LP

	 By:
	 	
		
	 By:
	 	  

	 Name:
	 	
	 Title:

	
	 MORGAN STANLEY STRATEGIC INVESTMENTS, INC.

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	UBS AG LONDON BRANCH
		
	 By:
	 	  

	 Name:
	 	
	 Title: