ATLAS
      PIPELINE PARTNERS REGISTRATION RIGHTS AGREEMENT





This
      REGISTRATION RIGHTS AGREEMENT is dated as of December 20, 2005 (the
“ Agreement ”),
      by
      and among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the
      “ Partnership ”),
      and
      ATLAS PIPELINE PARTNERS 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 purchasers named in Schedule II hereto (the “ Initial
      Purchasers ”),
      for
      whom Wachovia Capital Markets, LLC and Bank of America Securities LLC are acting
      as Representatives (in such capacity, the “ Representatives ”).





The
      Issuers, the Guarantors and the Initial Purchasers are parties to the Purchase
      Agreement dated December 15, 2005 (the “ Purchase
      Agreement ”),
      which
      provides for the sale by the Issuers to the Initial Purchasers of $250,000,000
      aggregate principal amount of the Issuers’ 81⁄8% Senior Notes due 2015 (including
      the unconditional guarantees thereof on an unsecured senior basis as to
      principal, premium, if any, and interest by the Guarantors, the “ Securities ”).
      As an
      inducement to the Initial Purchasers to enter into the Purchase Agreement,
      the
      Issuers have agreed to provide to the Initial Purchasers and their direct and
      indirect transferees the registration rights set forth in this Agreement. The
      execution and delivery of this Agreement is a condition to the Initial
      Purchasers’ obligations under the Purchase Agreement.





In
      consideration of the foregoing, the parties hereto agree as
      follows:





1. Definitions .
      As used
      in this Agreement, the following terms shall have the following
      meanings:





“Business
      Day” shall mean any day that is not a Saturday, Sunday or other day on which
      commercial banks in New York City are authorized or required by law to remain
      closed.





“Closing
      Date” shall mean the Closing Date as defined in the Purchase
      Agreement.





“Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended from time to
      time.





“Exchange
      Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.





“Exchange
      Offer” shall mean the exchange offer by the Company and the Guarantors of
      Exchange Securities for Registrable Securities pursuant to Section 2(a)
      hereof.





“Exchange
      Offer Registration” shall mean a registration under the Securities Act effected
      pursuant to Section 2(a) hereof.





“Exchange
      Offer Registration Statement” shall mean an exchange offer registration
      statement on Form S-4 (or, if applicable, on another appropriate form) and
      all
      amendments and supplements to such registration statement, in each case
      including the Prospectus contained therein, all exhibits thereto and any
      document incorporated by reference therein.







“Exchange
      Securities” shall mean senior notes issued by the Issuers and guaranteed by the
      Guarantors under the Indenture containing terms identical to the Securities
      (except that the Exchange Securities will not be subject to restrictions on
      transfer or to any increase in annual interest rate for failure to comply with
      this Agreement) and to be offered to Holders of Securities in exchange for
      Securities pursuant to the Exchange Offer.





“Guarantors”
      shall have the meaning set forth in the preamble and shall also include any
      Guarantor’s successors.





“Holders”
      shall mean the Initial Purchasers, for so long as they own any Registrable
      Securities, and each of their successors, assigns and direct and indirect
      transferees who become owners of Registrable Securities under the Indenture;
      provided that for purposes of Sections 4 and 5 of this Agreement, the term
      “Holders” shall include Participating Broker-Dealers.





“Initial
      Purchasers” shall have the meaning set forth in the preamble.





“Indenture”
      shall mean the Indenture relating to the Securities dated as of December 20,
      2005 among the Issuers, the Guarantors and Wachovia Bank, National Association,
      as trustee, and as the same may be amended from time to time in accordance
      with
      the terms thereof.





“Majority
      Holders” shall mean the Holders of a majority of the aggregate principal amount
      of outstanding Registrable Securities; provided that whenever the consent or
      approval of Holders of a specified percentage of Registrable Securities is
      required hereunder, Registrable Securities owned directly or indirectly by
      the
      Company or any of its affiliates shall not be counted in determining whether
      such consent or approval was given by the Holders of such required percentage
      or
      amount.





“Participating
      Broker-Dealers” shall have the meaning set forth in Section 4(a)
      hereof.





“Person”
      shall mean an individual, partnership, limited liability company, corporation,
      trust or unincorporated organization, or a government or agency or political
      subdivision thereof.





“Prospectus”
      shall mean the prospectus included in a Registration Statement, including any
      preliminary prospectus, and any such prospectus as amended or supplemented
      by
      any prospectus supplement or “free-writing prospectus” (as defined in Rule 405
      under the Securities Act), including a prospectus supplement or free-writing
      prospectus with respect to the terms of the offering of any portion of the
      Registrable Securities covered by a Shelf Registration Statement, and by all
      other amendments and supplements to such prospectus, and in each case including
      any document incorporated by reference therein.




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“Purchase
      Agreement” shall have the meaning set forth in the preamble.





“Registrable
      Securities” shall mean the Securities; provided that the Securities shall cease
      to be Registrable Securities (i) when a Registration Statement with respect
      to
      such Securities has been declared effective under the Securities Act and such
      Securities have been exchanged or disposed of pursuant to such Registration
      Statement, (ii) when such Securities are eligible to be sold pursuant to Rule
      144(k) (or any similar provision then in force, but not Rule 144A) under the
      Securities Act or (iii) when such Securities cease to be
      outstanding.





“Registration
      Expenses” shall mean any and all expenses incident to performance of or
      compliance by the Issuers with this Agreement, including, without limitation,
      (i) all SEC, stock exchange or National Association of Securities Dealers,
      Inc.
      registration and filing fees, (ii) all fees and expenses incurred in connection
      with compliance with state securities or blue sky laws (including reasonable
      fees and disbursements of counsel for any Underwriters or Holders in connection
      with blue sky qualification of any Exchange Securities or Registrable
      Securities), (iii) all expenses of any Persons in preparing or assisting in
      preparing, word processing, printing and distributing any Registration
      Statement, any Prospectus and any amendments or supplements thereto, any
      underwriting agreements, securities sales agreements or other similar agreements
      and any other documents relating to the performance of and compliance with
      this
      Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating
      to the qualification of the Indenture under applicable securities laws, (vi)
      the
      fees and disbursements of the Trustee and its counsel, (vii) the fees and
      disbursements of counsel for the Issuers and, in the case of a Shelf
      Registration Statement, the reasonable fees and disbursements of one counsel
      for
      the Holders (which counsel shall be selected by the Majority Holders and which
      counsel may also be counsel for the Initial Purchasers) and (viii) the fees
      and
      disbursements of the independent public accountants of the Issuers, including
      the expenses of any special audits or “comfort” letters required by or incident
      to the performance of and compliance with this Agreement, but excluding fees
      and
      expenses of counsel to the Underwriters (other than fees and expenses set forth
      in clause (ii) above) or the Holders and underwriting discounts and commissions
      and transfer taxes, if any, relating to the sale or disposition of Registrable
      Securities by a Holder.





“Registration
      Statement” shall mean any registration statement of the Issuers and the
      Guarantors that covers any of the Exchange Securities or Registrable Securities
      pursuant to the provisions of this Agreement and all amendments and supplements
      to any such registration statement, including post-effective amendments, in
      each
      case including the Prospectus contained therein, all exhibits thereto and any
      document incorporated by reference therein.




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“SEC”
      shall mean the Securities and Exchange Commission.





“Securities
      Act” shall mean the Securities Act of 1933, as amended from time to
      time.





“Shelf
      Effectiveness Period” shall have the meaning set forth in Section 2(b)
      hereof.





“Shelf
      Registration” shall mean a registration effected pursuant to Section 2(b)
      hereof.





“Shelf
      Registration Statement” shall mean a “shelf” registration statement of the
      Issuers that covers all the Registrable Securities (but no other securities
      unless approved by the Holders whose Registrable Securities are to be covered
      by
      such Shelf Registration Statement) on an appropriate form under Rule 415 under
      the Securities Act, or any similar rule that may be adopted by the SEC, and
      all
      amendments and supplements to such registration statement, including
      post-effective amendments, in each case including the Prospectus contained
      therein, all exhibits thereto and any document incorporated by reference
      therein.





“Trust
      Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time
      to time.





“Trustee”
      shall mean the trustee with respect to the Securities under the
      Indenture.





“Underwriter”
      shall have the meaning set forth in Section 3 hereof.





“Underwritten
      Offering” shall mean an offering in which Registrable Securities are sold to an
      Underwriter for reoffering to the public.





2. Registration
      Under the Securities Act .
      (a)  To the extent not prohibited by any applicable law or applicable
      interpretations of the Staff of the SEC, the Issuers shall use their reasonable
      best efforts to (i) cause to be filed an Exchange Offer Registration Statement
      by April 19, 2006 covering an offer to the Holders to exchange all the
      Registrable Securities for Exchange Securities and (ii) cause such Exchange
      Offer Registration Statement to be declared effective under the Securities
      Act
      by July 18, 2006. The Issuers shall commence the Exchange Offer promptly after
      the Exchange Offer Registration Statement is declared effective by the SEC
      and
      use their reasonable best efforts to complete the Exchange Offer not later
      than
      August 17, 2006.





The
      Issuers shall commence the Exchange Offer by mailing the related Prospectus,
      appropriate letters of transmittal and other accompanying documents to each
      Holder stating, in addition to such other disclosures as are required by
      applicable law,




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(i)
            that
                the Exchange Offer is being made pursuant to this Agreement and that
                all
                Registrable Securities validly tendered and not properly withdrawn
                will be
                accepted for exchange;





(ii)
            the
                dates of acceptance for exchange (which shall be a period of at least
                20
                Business Days from the date such notice is mailed) (the “Exchange
                Dates”);





(iii)
            that
                any Registrable Security not tendered will remain outstanding and
                continue
                to accrue interest but will not retain any rights under this
                Agreement;





(iv)
            that
                any Holder electing to have a Registrable Security exchanged pursuant
                to
                the Exchange Offer will be required to surrender such Registrable
                Security, together with the appropriate letters of transmittal, to
                the
                institution and at the address (located in the Borough of Manhattan,
                The
                City of New York) and in the manner specified in the notice, prior
                to the
                close of business on the last Exchange Date;
                and





(v)
            that
                any Holder will be entitled to withdraw its election, not later than
                the
                close of business on the last Exchange Date, by sending to the institution
                and at the address (located in the Borough of Manhattan, The City
                of New
                York) specified in the notice, a telegram, telex, facsimile transmission
                or letter setting forth the name of such Holder, the principal amount
                of
                Registrable Securities delivered for exchange and a statement that
                such
                Holder is withdrawing its election to have such Securities
                exchanged.





As
      a
      condition to participating in the Exchange Offer, a Holder will be required
      to
      represent to the Issuers that (i) any Exchange Securities to be received by
      it
      will be acquired in the ordinary course of its business, (ii) at the time of
      the
      commencement of the Exchange Offer it has no arrangement or understanding with
      any Person to participate in the distribution (within the meaning of the
      Securities Act) of the Exchange Securities in violation of the provisions of
      the
      Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405
      under Securities Act) of the Issuers or any Guarantor and (iv) if such Holder
      is
      a broker-dealer that will receive Exchange Securities for its own account in
      exchange for Registrable Securities that were acquired as a result of
      market-making or other trading activities, then such Holder will deliver a
      Prospectus in connection with any resale of such Exchange
      Securities.





As
      soon
      as practicable after the last Exchange Date, the Issuers and the Guarantors
      shall




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(i)
            accept
                for exchange Registrable Securities or portions thereof validly tendered
                and not properly withdrawn pursuant to the Exchange Offer;
                and





(ii)
            deliver,
                or cause to be delivered, to the Trustee for cancellation all Registrable
                Securities or portions thereof so accepted for exchange by the Issuers
                and
                issue, and cause the Trustee to promptly authenticate and deliver
                to each
                Holder, Exchange Securities equal in principal amount to the principal
                amount of the Registrable Securities surrendered by such
                Holder.





The
      Issuers shall use their reasonable best efforts to complete the Exchange Offer
      as provided above and shall comply with the applicable requirements of the
      Securities Act, the Exchange Act and other applicable laws and regulations
      in
      connection with the Exchange Offer. The Exchange Offer shall not be subject
      to
      any conditions, other than that the Exchange Offer does not violate any
      applicable law or applicable interpretations of the Staff of the
      SEC.





(b)
           In the event that (i) the Issuers determine
      that the Exchange Offer Registration provided for in Section 2(a) above is
      not
      available or may not be completed as soon as practicable after the last Exchange
      Date because of a change in law or SEC policy after the issue date of the
      Registrable Securities, (ii) for any reason the Exchange Offer is not
      consummated by August 17, 2006, or if such day is not a Business Day, on or
      prior to the first Business Day thereafter, (iii) upon completion of the
      Exchange Offer any Initial Purchaser shall so request in connection with any
      offering or sale of Registrable Securities, or (iv) any Holder notifies us
      following the consummation of the Exchange Offer that (A) it is not permitted
      under law or SEC policy to participate in the Exchange Offer; (B) it cannot
      publicly resell exchange Registrable Securities without delivering a Prospectus,
      and the Prospectus contained in the Exchange Offer Registration Statement is
      not
      appropriate or available for resales by that Holder or (C) it is a broker-dealer
      and holds Registrable Securities that it has not exchanged and that it acquired
      directly from us or one of our affiliates, then in addition to or in lieu of
      conducting the Exchange Offer, the Issuers and the Guarantors shall file a
      Shelf
      Registration Statement providing for the sale of all the Registrable Securities
      by the Holders thereof and to have such Shelf Registration Statement declared
      effective by the SEC.





In
      the
      event that the Issuers are required to file a Shelf Registration Statement
      pursuant to clause (iii) of the preceding sentence, the Issuers shall to file
      and have declared effective by the SEC both an Exchange Offer Registration
      Statement pursuant to Section 2(a) with respect to all Registrable Securities
      and a Shelf Registration Statement (which may be a combined Registration
      Statement with the Exchange Offer Registration Statement) with respect to offers
      and sales of Registrable Securities held by the Initial Purchasers after
      completion of the Exchange Offer.





The
      Issuers agree to use their reasonable best efforts (i) to file the Shelf
      Registration Statement by the 30th day after they become obligated to make
      the
      filing, (ii) to cause the registration statement to become effective within
      60
      days after such filing and (iii) to keep the Shelf Registration Statement
      continuously effective until the expiration of the period referred to in Rule
      144(k) under the Securities Act with respect to the Registrable Securities
      or
      such shorter period that will terminate when all the Registrable Securities
      covered by the Shelf Registration Statement have been sold pursuant to the
      Shelf
      Registration Statement (the “ Shelf
      Effectiveness Period ”).
      The
      Issuers and the Guarantors further agree to supplement or amend the Shelf
      Registration Statement and the related Prospectus if required by the rules,
      regulations or instructions applicable to the registration form used by the
      Issuers for such Shelf Registration Statement or by the Securities Act or by
      any
      other rules and regulations thereunder for shelf registration or if reasonably
      requested by a Holder of Registrable Securities with respect to information
      relating to such Holder, and to use their reasonable best efforts to cause
      any
      such amendment to become effective and such Shelf Registration Statement and
      Prospectus to become usable as soon as thereafter practicable. The Issuers
      and
      the Guarantors agree to furnish to the Holders of Registrable Securities copies
      of any such supplement or amendment promptly after its being used or filed
      with
      the SEC.




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(c)
           The Issuers shall pay all Registration Expenses in
      connection with the registration pursuant to Section 2(a) and Section 2(b)
      hereof. Each Holder shall pay all underwriting discounts and commissions and
      transfer taxes, if any, relating to the sale or disposition of such Holder’s
      Registrable Securities pursuant to the Shelf Registration
      Statement.





(d)
           An Exchange Offer Registration Statement pursuant
      to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section
      2(b) hereof will not be deemed to have become effective unless it has been
      declared effective by the SEC.





In
      the
      event that (i) the Exchange Offer is not completed, (ii) the Shelf Registration
      Statement, if required hereby, is not declared effective, (iii) the Exchange
      Offer Registration Statement is not filed, (iv) the Exchange Offer Registration
      Statement is not effective, (v) the Shelf Registration Statement is not filed
      or
      (vi) the Exchange Offer Registration Statement or the Shelf Registration
      Statement is declared effective, but thereafter, subject to certain exceptions,
      ceases to be effective or usable in connection with the Exchange Offer or
      resales of any Registrable Securities registered under the Shelf Registration
      Statement (each such event referred to in clauses (i) through (vi) a
“ Registration
      Default ”),
      by
      within the time limits set forth in Sections 2(a) and 2(b) above, as applicable,
      additional interest in the form of additional cash interest (“ Additional
      Interest ”)
      will
      accrue on the Registrable Notes required to be registered on a Shelf
      Registration. The rate of Additional Interest will be 0.25% per annum for the
      first 90-day period immediately following the occurrence of a Registration
      Default, increasing by an additional 0.25% per annum with respect to each
      subsequent 90-day period up to a maximum amount of Additional Interest of 1.00%
      per annum, from and including the date on which any such Registration Default
      shall occur to, but excluding, the earlier of (1) the date on which all
      Registration Defaults have been cured or (2) the date on which such
      Registrable Note ceases to be a Registrable Note or otherwise become freely
      transferable by Holders other than affiliates of the Issuers without further
      registration under the Securities Act.





Without
      limiting the remedies available to the Initial Purchasers and the Holders,
      the
      Issuers acknowledge that any failure by the Issuers to comply with their
      obligations under Section 2(a) and Section 2(b) hereof may result in material
      irreparable injury to the Initial Purchasers or the Holders for which there
      is
      no adequate remedy at law, that it will not be possible to measure damages
      for
      such injuries precisely and that, in the event of any such failure, the Initial
      Purchasers or any Holder may obtain such relief as may be required to
      specifically enforce the Issuers’ and the Guarantors’ obligations under Section
      2(a) and Section 2(b) hereof.




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3. Registration
      Procedures .
      In
      connection with their obligations pursuant to Section 2(a) and Section 2(b)
      hereof, the Issuers shall as expeditiously as possible





(a)  prepare
      and file with the SEC a Registration Statement on the appropriate form under
      the
      Securities Act, which form (x) shall be selected by the Issuers, (y) shall,
      in
      the case of a Shelf Registration, be available for the sale of the Registrable
      Securities by the selling Holders thereof and (z) shall comply as to form in
      all
      material respects with the requirements of the applicable form and include
      all
      financial statements required by the SEC to be filed therewith; and use their
      reasonable best efforts to cause such Registration Statement to become effective
      and remain effective for the applicable period in accordance with Section 2
      hereof;





(b)  prepare
      and file with the SEC such amendments and post-effective amendments to each
      Registration Statement as may be necessary to keep such Registration Statement
      effective for the applicable period in accordance with Section 2 hereof and
      cause each Prospectus to be supplemented by any required prospectus supplement
      and, as so supplemented, to be filed pursuant to Rule 424 under the Securities
      Act; and keep each Prospectus current during the period described in Section
      4(3) of and Rule 174 under the Securities Act that is applicable to transactions
      by brokers or dealers with respect to the Registrable Securities or Exchange
      Securities;





(c)  in
      the case of a Shelf Registration, furnish to each Holder of Registrable
      Securities, to counsel for the Initial Purchasers, to counsel for such Holders
      and to each Underwriter of an Underwritten Offering of Registrable Securities,
      if any, without charge, as many copies of each Prospectus, including each
      preliminary Prospectus, and any amendment or supplement thereto, in order to
      facilitate the sale or other disposition of the Registrable Securities
      thereunder; and the Issuers consent to the use of such Prospectus and any
      amendment or supplement thereto in accordance with applicable law by each of
      the
      selling Holders of Registrable Securities and any such Underwriters in
      connection with the offering and sale of the Registrable Securities covered
      by
      and in the manner described in such Prospectus or any amendment or supplement
      thereto in accordance with applicable law;





(d)  use
      their reasonable best efforts to register or qualify the Registrable Securities
      under all applicable state securities or blue sky laws of such jurisdictions
      as
      any Holder of Registrable Securities covered by a Registration Statement shall
      reasonably request in writing by the time the applicable Registration Statement
      is declared effective by the SEC; cooperate with the Holders in connection
      with
      any filings required to be made with the National Association of Securities
      Dealers, Inc.; and do any and all other acts and things that may be reasonably
      necessary or advisable to enable each Holder to complete the disposition in
      each
      such jurisdiction of the Registrable Securities owned by such Holder; provided
      that neither Issuer shall be required to (i) qualify as a foreign corporation
      or
      other entity or as a dealer in securities in any such jurisdiction where it
      would not otherwise be required to so qualify, (ii) file any general consent
      to
      service of process in any such jurisdiction or (iii) subject itself to taxation
      in any such jurisdiction if it is not so subject;




8





(e)
        in the case of a Shelf Registration, notify each Holder of
      Registrable Securities, counsel for such Holders and counsel for the Initial
      Purchasers promptly and, if requested by any such Holder or counsel, confirm
      such advice in writing (i) when a Registration Statement has become effective
      and when any post-effective amendment thereto has been filed and becomes
      effective, (ii) of any request by the SEC or any state securities authority
      for
      amendments and supplements to a Registration Statement and Prospectus or for
      additional information after the Registration Statement has become effective,
      (iii) of the issuance by the SEC or any state securities authority of any stop
      order suspending the effectiveness of a Registration Statement or the initiation
      of any proceedings for that purpose, (iv) if, between the effective date of
      a
      Registration Statement and the closing of any sale of Registrable Securities
      covered thereby, the representations and warranties of any Issuer or Guarantor
      contained in any underwriting agreement, securities sales agreement or other
      similar agreement, if any, relating to an offering of such Registrable
      Securities cease to be true and correct in all material respects or if any
      Issuer or any Guarantor receives any notification with respect to the suspension
      of the qualification of the Registrable Securities for sale in any jurisdiction
      or the initiation of any proceeding for such purpose, (v) of the happening
      of
      any event during the period a Shelf Registration Statement is effective that
      makes any statement made in such Registration Statement or the related
      Prospectus untrue in any material respect or that requires the making of any
      changes in such Registration Statement or Prospectus in order to make the
      statements therein not misleading and (vi) of any determination by any Issuer
      that a post-effective amendment to a Registration Statement would be
      appropriate;





(f)
        use their reasonable best efforts to obtain the withdrawal of any
      order suspending the effectiveness of a Registration Statement at the earliest
      possible moment and provide immediate notice to each Holder of the withdrawal
      of
      any such order;





(g)
        in the case of a Shelf Registration, furnish to each Holder of
      Registrable Securities, without charge, at least one conformed copy of each
      Registration Statement and any post-effective amendment thereto (without any
      documents incorporated therein by reference or exhibits thereto, unless
      requested);





(h)
        in the case of a Shelf Registration, cooperate with the selling
      Holders of Registrable Securities to facilitate the timely preparation and
      delivery of certificates representing Registrable Securities to be sold and
      not
      bearing any restrictive legends and enable such Registrable Securities to be
      issued in such denominations and registered in such names (consistent with
      the
      provisions of the Indenture) as the selling Holders may reasonably request
      at
      least one Business Day prior to the closing of any sale of Registrable
      Securities;


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(i)
        in the case of a Shelf Registration, upon the occurrence of any
      event contemplated by Section 3(e)(v) hereof, use their reasonable best efforts
      to prepare and file with the SEC a supplement or post-effective amendment to
      a
      Registration Statement or the related Prospectus or any document incorporated
      therein by reference or file any other required document so that, as thereafter
      delivered to purchasers of the Registrable Securities, such Prospectus will
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading; and the Issuers shall notify the
      Holders of Registrable Securities to suspend use of the Prospectus as promptly
      as practicable after the occurrence of such an event, and such Holders hereby
      agree to suspend use of the Prospectus until the Issuers have amended or
      supplemented the Prospectus to correct such misstatement or
      omission;





(j)
        a reasonable time prior to the filing of any Registration Statement,
      any Prospectus, any amendment to a Registration Statement or amendment or
      supplement to a Prospectus or of any document that is to be incorporated by
      reference into a Registration Statement or a Prospectus after initial filing
      of
      a Registration Statement, provide copies of such document to the Initial
      Purchasers and their counsel (and, in the case of a Shelf Registration
      Statement, to the Holders of Registrable Securities and their counsel) and
      make
      such of the representatives of the Issuers as shall be reasonably requested
      by
      the Initial Purchasers or their counsel (and, in the case of a Shelf
      Registration Statement, the Holders of Registrable Securities or their counsel)
      available for discussion of such document; and the Issuers shall not, at any
      time after initial filing of a Registration Statement, file any Prospectus,
      any
      amendment of or supplement to a Registration Statement or a Prospectus, or
      any
      document that is to be incorporated by reference into a Registration Statement
      or a Prospectus, of which the Initial Purchasers and their counsel (and, in
      the
      case of a Shelf Registration Statement, the Holders of Registrable Securities
      and their counsel) shall not have previously been advised and furnished a copy
      or to which the Initial Purchasers or their counsel (and, in the case of a
      Shelf
      Registration Statement, the Holders or their counsel) shall object;





(k)
        obtain a CUSIP number for all Exchange Securities or Registrable
      Securities, as the case may be, not later than the effective date of a
      Registration Statement;





(l)
        cause the Indenture to be qualified under the Trust Indenture Act in
      connection with the registration of the Exchange Securities or Registrable
      Securities, as the case may be; cooperate with the Trustee and the Holders
      to
      effect such changes to the Indenture as may be required for the Indenture to
      be
      so qualified in accordance with the terms of the Trust Indenture Act; and
      execute, and use their reasonable best efforts to cause the Trustee to execute,
      all documents as may be required to effect such changes and all other forms
      and
      documents required to be filed with the SEC to enable the Indenture to be so
      qualified in a timely manner;


10





(m)
        in the case of a Shelf Registration, make available for inspection
      by a representative of the Holders of the Registrable Securities (an
“ Inspector ”),
      any
      Underwriter participating in any disposition pursuant to such Shelf Registration
      Statement, and attorneys and accountants designated by the Holders, at
      reasonable times and in a reasonable manner, all pertinent financial and other
      records, documents and properties of the Issuers and the Guarantors, and cause
      the respective officers, directors and employees of the Issuers and the
      Guarantors to supply all information reasonably requested by any such Inspector,
      Underwriter, attorney or accountant in connection with a Shelf Registration
      Statement; provided that if any such information is identified by the Issuers
      as
      being confidential or proprietary, each Person receiving such information shall
      take such actions as are reasonably necessary to protect the confidentiality
      of
      such information to the extent such action is otherwise not inconsistent with,
      an impairment of or in derogation of the rights and interests of any Inspector,
      Holder or Underwriter);





(n)
        in the case of a Shelf Registration, use their reasonable best
      efforts to cause all Registrable Securities to be listed on any securities
      exchange or any automated quotation system on which similar securities issued
      or
      guaranteed by any Issuer or any Guarantor are then listed if requested by the
      Majority Holders, to the extent such Registrable Securities satisfy applicable
      listing requirements;





(o)
        if reasonably requested by any Holder of Registrable Securities
      covered by a Registration Statement, promptly incorporate in a Prospectus
      supplement or post-effective amendment such information with respect to such
      Holder as such Holder reasonably requests to be included therein and make all
      required filings of such Prospectus supplement or such post-effective amendment
      as soon as the Issuers have received notification of the matters to be
      incorporated in such filing; and





(p)
        in the case of a Shelf Registration, enter into such customary
      agreements and take all such other actions in connection therewith (including
      those requested by the Holders of a majority in principal amount of the
      Registrable Securities being sold) in order to expedite or facilitate the
      disposition of such Registrable Securities including, but not limited to, an
      Underwritten Offering and in such connection, (i) to the extent possible, make
      such representations and warranties to the Holders and any Underwriters of
      such
      Registrable Securities with respect to the business of the Partnership and
      its
      subsidiaries, the Registration Statement, Prospectus and documents incorporated
      by reference or deemed incorporated by reference, if any, in each case, in
      form,
      substance and scope as are customarily made by issuers to underwriters in
      underwritten offerings and confirm the same if and when requested, (ii) obtain
      opinions of counsel to the Issuers (which counsel and opinions, in form, scope
      and substance, shall be reasonably satisfactory to the Holders and such
      Underwriters and their respective counsel) addressed to each selling Holder
      and
      Underwriter of Registrable Securities, covering the matters customarily covered
      in opinions requested in underwritten offerings, (iii) obtain “comfort” letters
      from the independent certified public accountants of the Issuers (and, if
      necessary, any other certified public accountant of any subsidiary of the
      Issuers or any Guarantor, or of any business acquired by the Issuers or any
      Guarantor for which financial statements and financial data are or are required
      to be included in the Registration Statement) addressed to each selling Holder
      and Underwriter of Registrable Securities, such letters to be in customary
      form
      and covering matters of the type customarily covered in “comfort” letters in
      connection with underwritten offerings and (iv) deliver such documents and
      certificates as may be reasonably requested by the Holders of a majority in
      principal amount of the Registrable Securities being sold or the Underwriters,
      and which are customarily delivered in underwritten offerings, to evidence
      the
      continued validity of the representations and warranties of the Issuers made
      pursuant to clause (i) above and to evidence compliance with any customary
      conditions contained in an underwriting agreement.


11




In
      the
      case of a Shelf Registration Statement, the Issuers may require each Holder
      of
      Registrable Securities to furnish to the Issuers such information regarding
      such
      Holder and the proposed disposition by such Holder of such Registrable
      Securities as the Issuers may from time to time reasonably request in
      writing.





In
      the
      case of a Shelf Registration Statement, each Holder of Registrable Securities
      agrees that, upon receipt of any notice from the Issuers of the happening of
      any
      event of the kind described in Section 3(e)(iii) or 3(e)(v) hereof, such Holder
      will forthwith discontinue disposition of Registrable Securities pursuant to
      a
      Registration Statement until such Holder’s receipt of the copies of the
      supplemented or amended Prospectus contemplated by Section 3(i) hereof and,
      if
      so directed by the Issuers, such Holder will deliver to the Issuers all copies
      in its possession, other than permanent file copies then in such Holder’s
      possession, of the Prospectus covering such Registrable Securities that is
      current at the time of receipt of such notice.





If
      the
      Issuers shall give any such notice to suspend the disposition of Registrable
      Securities pursuant to a Registration Statement, the Issuers shall extend the
      period during which the Registration Statement shall be maintained effective
      pursuant to this Agreement by the number of days during the period from and
      including the date of the giving of such notice to and including the date when
      the Holders shall have received copies of the supplemented or amended Prospectus
      necessary to resume such dispositions. The Issuers may give any such notice
      only
      twice during any 365-day period and any such suspensions shall not exceed 30
      days for each suspension and there shall not be more than two suspensions in
      effect during any 365-day period.


12




The
      Holders of Registrable Securities covered by a Shelf Registration Statement
      who
      desire to do so may sell such Registrable Securities in an Underwritten
      Offering. In any such Underwritten Offering, the investment banker or investment
      bankers and manager or managers (the “ Underwriters ”)
      that
      will administer the offering will be selected by the Majority Holders of the
      Registrable Securities included in such offering.





4. Participation
      of Broker-Dealers in Exchange Offer . 
      (a)  The Staff of the SEC has taken the position that any
      broker-dealer that receives Exchange Securities for its own account in the
      Exchange Offer in exchange for Securities that were acquired by such
      broker-dealer as a result of market-making or other trading activities (a
“ Participating
      Broker-Dealer ”)
      may be
      deemed to be an “underwriter” within the meaning of the Securities Act and must
      deliver a prospectus meeting the requirements of the Securities Act in
      connection with any resale of such Exchange Securities.





The
      Issuers understand that it is the Staff’s position that if the Prospectus
      contained in the Exchange Offer Registration Statement includes a plan of
      distribution containing a statement to the above effect and the means by which
      Participating Broker-Dealers may resell the Exchange Securities, without naming
      the Participating Broker-Dealers or specifying the amount of Exchange Securities
      owned by them, such Prospectus may be delivered by Participating Broker-Dealers
      to satisfy their prospectus delivery obligation under the Securities Act in
      connection with resales of Exchange Securities for their own accounts, so long
      as the Prospectus otherwise meets the requirements of the Securities
      Act.





(b)
           In light of the above, and notwithstanding the
      other provisions of this Agreement, the Issuers agree to amend or supplement
      the
      Prospectus contained in the Exchange Offer Registration Statement, as would
      otherwise be contemplated by Section 3(i), for a period of up to 180 days after
      the last Exchange Date (as such period may be extended pursuant to the
      penultimate paragraph of Section 3 of this Agreement), if requested by the
      Initial Purchasers or by one or more Participating Broker-Dealers, in order
      to
      expedite or facilitate the disposition of any Exchange Securities by
      Participating Broker-Dealers consistent with the positions of the Staff recited
      in Section 4(a) above. The Issuers further agree that Participating
      Broker-Dealers shall be authorized to deliver such Prospectus during such period
      in connection with the resales contemplated by this Section 4.





(c)
           The Initial Purchasers shall have no liability to
      any Issuer, any Guarantor or any Holder with respect to any request that they
      may make pursuant to Section 4(b) above.


13




5. Indemnification
      and Contribution . 
      (a)  Each Issuer and each Guarantor, jointly and severally, agrees to
      indemnify and hold harmless each Initial Purchaser and each Holder, their
      respective affiliates, directors and officers and each Person, if any, who
      controls any Initial Purchaser or any Holder within the meaning of Section
      15 of
      the Securities Act or Section 20 of the Exchange Act, from and against any
      and
      all losses, claims, damages and liabilities (including, without limitation,
      legal fees and other expenses incurred in connection with any suit, action
      or
      proceeding or any claim asserted, as such fees and expenses are incurred),
      joint
      or several, that arise out of, or are based upon, any untrue statement or
      alleged untrue statement of a material fact contained in any Registration
      Statement or any Prospectus or any omission or alleged omission to state therein
      a material fact required to be stated therein or necessary in order to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading, except insofar as such losses, claims, damages or
      liabilities arise out of, or are based upon, any untrue statement or omission
      or
      alleged untrue statement or omission made in reliance upon and in conformity
      with any information relating to any Initial Purchaser or any Holder furnished
      to the Issuers in writing through the Representatives or any selling Holder
      expressly for use therein; provided, that with respect to any such untrue
      statement in or omission from any preliminary prospectus, the indemnity
      agreement contained in this paragraph (a) shall not inure to the benefit of
      any
      Initial Purchaser or Holder (or any of their affiliates, directors and officers
      and each person, if any, who controls such Initial Purchaser or Holder within
      the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
      Act) in connection with the sale of Securities by an Initial Purchaser or
      Holder, to the extent that such untrue statement or omission was corrected
      in a
      prospectus supplement or a free-writing prospectus delivered to the Person
      asserting such loss, claim, damage or liability prior to the time of sale of
      such Securities. In connection with any Underwritten Offering permitted by
      Section 3, the Issuers and the Guarantors, jointly and severally, will also
      indemnify the Underwriters, if any, selling brokers, dealers and similar
      securities industry professionals participating in the distribution, their
      respective affiliates and each Person who controls such Persons (within the
      meaning of the Securities Act and the Exchange Act) to the same extent as
      provided above with respect to the indemnification of the Holders, if requested
      in connection with any Registration Statement.





(b)
           Each Holder agrees, severally and not jointly, to
      indemnify and hold harmless the Issuers, the Guarantors, the Initial Purchasers
      and the other selling Holders, their respective affiliates, the directors of
      the
      Issuers, each officer of the Issuers who signed the Registration Statement
      and
      each Person, if any, who controls the Issuers, the Guarantors, any Initial
      Purchaser and any other selling Holder within the meaning of Section 15 of
      the
      Securities Act or Section 20 of the Exchange Act to the same extent as the
      indemnity set forth in paragraph (a) above, but only with respect to any losses,
      claims, damages or liabilities that arise out of, or are based upon, any untrue
      statement or omission or alleged untrue statement or omission made in reliance
      upon and in conformity with any information relating to such Holder furnished
      to
      the Issuers in writing by such Holder expressly for use in any Registration
      Statement and any Prospectus.


14




(c)
           If any suit, action, proceeding (including any
      governmental or regulatory investigation), claim or demand shall be brought
      or
      asserted against any Person in respect of which indemnification may be sought
      pursuant to either paragraph (a) or (b) above, such Person (the “ Indemnified
      Person ”)
      shall
      promptly notify the Person against whom such indemnification may be sought
      (the
“ Indemnifying
      Person ”)
      in
      writing; provided that the failure to notify the Indemnifying Person shall
      not
      relieve it from any liability that it may have under this Section 5 except
      to
      the extent that it has been materially prejudiced (through the forfeiture of
      substantive rights or defenses) by such failure; and provided, further, that
      the
      failure to notify the Indemnifying Person shall not relieve it from any
      liability that it may have to an Indemnified Person otherwise than under this
      Section 5. If any such proceeding shall be brought or asserted against an
      Indemnified Person and it shall have notified the Indemnifying Person thereof,
      the Indemnifying Person shall retain counsel reasonably satisfactory to the
      Indemnified Person to represent the Indemnified Person and any others entitled
      to indemnification pursuant to this Section 5 that the Indemnifying Person
      may
      designate in such proceeding and shall pay the fees and expenses of such counsel
      related to such proceeding, as incurred. In any such proceeding, any Indemnified
      Person shall have the right to retain its own counsel, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Person unless (i)
      the Indemnifying Person and the Indemnified Person shall have mutually agreed
      to
      the contrary; (ii) the Indemnifying Person has failed within a reasonable time
      to retain counsel reasonably satisfactory to the Indemnified Person; (iii)
      the
      Indemnified Person shall have reasonably concluded that there may be legal
      defenses available to it that are different from or in addition to those
      available to the Indemnifying Person; or (iv) the named parties in any such
      proceeding (including any impleaded parties) include both the Indemnifying
      Person and the Indemnified Person and representation of both parties by the
      same
      counsel would be inappropriate due to actual or potential differing interests
      between them. It is understood and agreed that the Indemnifying Person shall
      not, in connection with any proceeding or related proceeding in the same
      jurisdiction, be liable for the fees and expenses of more than one separate
      firm
      (in addition to any local counsel) for all Indemnified Persons, and that all
      such fees and expenses shall be reimbursed as they are incurred. Any such
      separate firm (x) for any Initial Purchaser, its affiliates, directors and
      officers and any control Persons of such Initial Purchaser shall be designated
      in writing by the Representatives (y) for any Holder, its affiliates, directors
      and officers and any control Persons of such Holder shall be designated in
      writing by the Majority Holders and (z) in all other cases shall be designated
      in writing by the Issuers. The Indemnifying Person shall not be liable for
      any
      settlement of any proceeding effected without its written consent, but if
      settled with such consent or if there be a final judgment for the plaintiff,
      the
      Indemnifying Person agrees to indemnify each Indemnified Person from and against
      any loss or liability by reason of such settlement or judgment. Notwithstanding
      the foregoing sentence, if at any time an Indemnified Person shall have
      requested that an Indemnifying Person reimburse the Indemnified Person for
      fees
      and expenses of counsel as contemplated by this paragraph, the Indemnifying
      Person shall be liable for any settlement of any proceeding effected without
      its
      written consent if (i) such settlement is entered into more than 30 days after
      receipt by the Indemnifying Person of such request and (ii) the Indemnifying
      Person shall not have reimbursed the Indemnified Person in accordance with
      such
      request prior to the date of such settlement. No Indemnifying Person shall,
      without the written consent of the Indemnified Person, effect any settlement
      of
      any pending or threatened proceeding in respect of which any Indemnified Person
      is or could have been a party and indemnification could have been sought
      hereunder by such Indemnified Person, unless such settlement (A) includes an
      unconditional release of such Indemnified Person, in form and substance
      reasonably satisfactory to such Indemnified Person, from all liability on claims
      that are the subject matter of such proceeding and (B) does not include any
      statement as to or any admission of fault, culpability or a failure to act
      by or
      on behalf of any Indemnified Person.


15




(d)
           If the indemnification provided for in paragraphs
      (a) and (b) above is unavailable to an Indemnified Person or insufficient in
      respect of any losses, claims, damages or liabilities referred to therein,
      then
      each Indemnifying Person under such paragraph, in lieu of indemnifying such
      Indemnified Person thereunder, shall contribute to the amount paid or payable
      by
      such Indemnified Person as a result of such losses, claims, damages or
      liabilities (i) in such proportion as is appropriate to reflect the relative
      benefits received by the Issuers and the Guarantors from the offering of the
      Securities and the Exchange Securities, on the one hand, and by the Holders
      from
      receiving Securities or Exchange Securities registered under the Securities
      Act,
      on the other hand, or (ii) if the allocation provided by clause (i) is not
      permitted by applicable law, in such proportion as is appropriate to reflect
      not
      only the relative benefits referred to in clause (i) but also the relative
      fault
      of the Issuers and the Guarantors on the one hand and the Holders on the other
      in connection with the statements or omissions that resulted in such losses,
      claims, damages or liabilities, as well as any other relevant equitable
      considerations. The relative fault of the Issuers and the Guarantors on the
      one
      hand and the Holders 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 relates to
      information supplied by the Issuers and the Guarantors or by the Holders and
      the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such statement or omission.





(e)
           The Issuers, the Guarantors and the Holders agree
      that it would not be just and equitable if contribution pursuant to this Section
      5 were determined by pro  rata allocation (even if the Holders were treated as one entity for such purpose)
      or
      by any other method of allocation that does not take account of the equitable
      considerations referred to in paragraph (d) above. The amount paid or payable
      by
      an Indemnified Person as a result of the losses, claims, damages and liabilities
      referred to in paragraph (d) above shall be deemed to include, subject to the
      limitations set forth above, any legal or other expenses incurred by such
      Indemnified Person in connection with any such action or claim. Notwithstanding
      the provisions of this Section 5, in no event shall a Holder be required to
      contribute any amount in excess of the amount by which the total price at which
      the Securities or Exchange Securities sold by such Holder exceeds the amount
      of
      any damages that such Holder has otherwise been required to pay by reason of
      such untrue or alleged untrue statement or omission or alleged omission. 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 was not guilty of such fraudulent misrepresentation.





(f)
           The remedies provided for in this Section 5 are
      not exclusive and shall not limit any rights or remedies that may otherwise
      be
      available to any Indemnified Person at law or in equity.


16




(g)
           The indemnity and contribution provisions
      contained in this Section 5 shall remain operative and in full force and effect
      regardless of (i) any termination of this Agreement, (ii) any investigation
      made
      by or on behalf of the Initial Purchasers or any Holder, their respective
      affiliates or any Person controlling any Initial Purchaser or any Holder, or
      by
      or on behalf of the Issuers, their respective affiliates or the officers or
      directors of or any Person controlling the Issuers, (iii) acceptance of any
      of
      the Exchange Securities and (iv) any sale of Registrable Securities pursuant
      to
      a Shelf Registration Statement.





6. General .





(a) *No
      Inconsistent Agreements.* The
      Issuers and the Guarantors represent, warrant and agree that (i) the rights
      granted to the Holders hereunder do not in any way conflict with and are not
      inconsistent with the rights granted to the holders of any other outstanding
      securities issued or guaranteed by any Issuer or any Guarantor under any other
      agreement and (ii) neither any Issuer nor any Guarantor has entered into, or
      on
      or after the date of this Agreement will enter into, any agreement that is
      inconsistent with the rights granted to the Holders of Registrable Securities
      in
      this Agreement or otherwise conflicts with the provisions hereof.





(b) *Amendments
      and Waivers.* The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given unless the Issuers have obtained the
      written consent of Holders of at least a majority in aggregate principal amount
      of the outstanding Registrable Securities affected by such amendment,
      modification, supplement, waiver or consent; provided that no amendment,
      modification, supplement, waiver or consent to any departure from the provisions
      of Section 5 hereof shall be effective as against any Holder of Registrable
      Securities unless consented to in writing by such Holder. Any amendments,
      modifications, supplements, waivers or consents pursuant to this Section 6(b)
      shall be by a writing executed by each of the parties hereto.





(c) *Notices.* All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand-delivery, registered first-class mail, telex,
      telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder,
      at the most current address given by such Holder to the Issuers by means of
      a
      notice given in accordance with the provisions of this Section 6(c), which
      address initially is, with respect to the Initial Purchasers, the address set
      forth in the Purchase Agreement; (ii) if to the Issuers, initially at the
      Issuers’ address set forth in the Purchase Agreement and thereafter at such
      other address, notice of which is given in accordance with the provisions of
      this Section 6(c); and (iii) to such other persons at their respective addresses
      as provided in the Purchase Agreement and thereafter at such other address,
      notice of which is given in accordance with the provisions of this Section
      6(c).
      All such notices and communications shall be deemed to have been duly given
      at
      the time delivered by hand, if personally delivered; five Business Days after
      being deposited in the mail, postage prepaid, if mailed; when answered back,
      if
      telexed; when receipt is acknowledged, if telecopied; and on the next Business
      Day if timely delivered to an air courier guaranteeing overnight delivery.
      Copies of all such notices, demands or other communications shall be
      concurrently delivered by the Person giving the same to the Trustee, at the
      address specified in the Indenture.


17




(d) *Successors
      and Assigns.* This
      Agreement shall inure to the benefit of and be binding upon the successors,
      assigns and transferees of each of the parties, including, without limitation
      and without the need for an express assignment, subsequent Holders; provided
      that nothing herein shall be deemed to permit any assignment, transfer or other
      disposition of Registrable Securities in violation of the terms of the Purchase
      Agreement or the Indenture. If any transferee of any Holder shall acquire
      Registrable Securities in any manner, whether by operation of law or otherwise,
      such Registrable Securities shall be held subject to all the terms of this
      Agreement, and by taking and holding such Registrable Securities such Person
      shall be conclusively deemed to have agreed to be bound by and to perform all
      of
      the terms and provisions of this Agreement and such Person shall be entitled
      to
      receive the benefits hereof. The Initial Purchasers (in their capacity as
      Initial Purchasers) shall have no liability or obligation to the Issuers or
      the
      Guarantors with respect to any failure by a Holder to comply with, or any breach
      by any Holder of, any of the obligations of such Holder under this
      Agreement.





(e) *Purchases
      and Sales of Securities.* The
      Issuers shall not, and shall use their reasonable best efforts to cause their
      affiliates (as defined in Rule 405 under the Securities Act) not to, purchase
      and then resell or otherwise transfer any Registrable Securities.





(f) *Third
      Party Beneficiaries.* Each
      Holder shall be a third party beneficiary to the agreements made hereunder
      between the Issuers, on the one hand, and the Initial Purchasers, on the other
      hand, and shall have the right to enforce such agreements directly to the extent
      it deems such enforcement necessary or advisable to protect its rights or the
      rights of other Holders hereunder.





(g) *Counterparts.* This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement.





(h) *Headings.* The
      headings in this Agreement are for convenience of reference only, are not a
      part
      of this Agreement and shall not limit or otherwise affect the meaning
      hereof.





(i) *Governing
      Law.* This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.





(j) *Miscellaneous.* This
      Agreement contains the entire agreement between the parties relating to the
      subject matter hereof and supersedes all oral statements and prior writings
      with
      respect thereto. If any term, provision, covenant or restriction contained
      in
      this Agreement is held by a court of competent jurisdiction to be invalid,
      void
      or unenforceable or against public policy, the remainder of the terms,
      provisions, covenants and restrictions contained herein shall remain in full
      force and effect and shall in no way be affected, impaired or invalidated.
      The
      Issuers and the Initial Purchasers shall endeavor in good faith negotiations
      to
      replace the invalid, void or unenforceable provisions with valid provisions
      the
      economic effect of which comes as close as possible to that of the invalid,
      void
      or unenforceable provisions.


18





IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.





ATLAS
              PIPELINE PARTNERS, L.P.By:
            Atlas
                Pipeline Partners, GP, LLC
              its
                General PartnerBy:Name:Title:ATLAS
              PIPELINE FINANCE CORPORATIONBy:Name:Title:ATLAS
              PIPELINE OPERATING PARTNERSHIP, L.P.By:
            Atlas
                Pipeline Partners, GP, LLC
              its
                General PartnerBy:Name:Title:ELK
              CITY OKLAHOMA GP, LLCBy:Name:Title:


19





ELK
              CITY OKLAHOMA PIPELINE, L.P.By:
            Elk
                City Oklahoma GP, LLC
              its
                General PartnerBy:Name:Title:ATLAS
                PIPELINE MID-CONTINENT LLCBy:Name:Title:ATLAS
              ARKANSAS PIPELINE LLCBy:Name:Title:ATLAS
              PIPELINE NEW YORK, LLCBy:Name:Title:ATLAS
              PIPELINE OHIO, LLCBy:Name:Title:


20





ATLAS
              PIPELINE PENNSYLVANIA, LLCBy:Name:Title:


21





Confirmed
      and accepted as of the date


first
      above written:





WACHOVIA
      CAPITAL MARKETS, LLC





For
                itself and on behalf of the severalInitial
                Purchasers listed on Schedule IIBy:Name:Title:


22





BANC
      OF
      AMERICA SECURITIES LLC





For
                itself and on behalf of the severalInitial
                Purchasers listed on Schedule IIBy:Name:Title:




23




SCHEDULE
      I





GUARANTORS





ATLAS
      PIPELINE OPERATING PARTNERSHIP, LP


ATLAS
      PIPELINE MID-CONTINENT LLC


ELK
      CITY
      OKLAHOMA GP, LLC


ATLAS
      ARKANSAS PIPELINE LLC


ELK
      CITY
      OKLAHOMA PIPELINE LTD.


ATLAS
      PIPELINE NEW YORK, LLC


ATLAS
      PIPELINE OHIO, LLC


ATLAS
      PIPELINE PENNSYLVANIA, LLC





24




SCHEDULE
      II





INITIAL
      PURCHASERS





Wachovia
      Capital Markets, LLC





Banc
      of
      America Securities LLC





Lehman
      Brothers Inc.




25