NOTE 16 − SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The Partnership's 8.75% Senior Notes and revolving credit facility are guaranteed by its wholly-owned subsidiaries. The guarantees are full, unconditional, joint and several. The Partnership's consolidated financial statements as of June 30, 2011 and December 31, 2010 and for the three and six months ended June 30, 2011 and 2010 include the financial statements of Atlas Pipeline Mid-Continent WestOk, LLC ("Chaney Dell LLC") and Atlas Pipeline Mid-Continent WestTex, LLC ("Midkiff/Benedum LLC"), entities in which the Partnership has 95% interests. Under the terms of the 8.75% Senior Notes and the revolving credit facility, Chaney Dell LLC and Midkiff/Benedum LLC are non-guarantor subsidiaries as they are not wholly-owned by the Partnership. The following supplemental condensed consolidating financial information reflects the Partnership's stand-alone accounts, the combined accounts of the guarantor subsidiaries, the combined accounts of the non-guarantor subsidiaries, the consolidating adjustments and eliminations and the Partnership's consolidated accounts as of June 30, 2011 and December 31, 2010 and for the three and six months ended June 30, 2011 and 2010. For the purpose of the following financial information, the Partnership's investments in its subsidiaries and the guarantor subsidiaries' investments in their subsidiaries are presented in accordance with the equity method of accounting (in thousands):

Balance Sheets			Guarantor		Non-Guarantor		Consolidating
June 30, 2011	Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated

Assets
Cash and cash equivalents	$	–	$	166	$	–	$	–	$	166
Accounts receivable − affiliates		153,327		64,000		–		(217,327)		–
Other current assets		477		38,826		101,362		(1,027)		139,638
Total current assets		153,804		102,992		101,362		(218,354)		139,804

Property, plant and equipment, net		–		259,154		1,153,950		–		1,413,104
Intangible assets, net		–		–		114,827		–		114,827
Investment in joint venture		–		85,687		–		–		85,687
Notes receivable		–		–		1,852,928		(1,852,928)		–
Equity investments		1,430,727		2,026,335		–		(3,457,062)		–
Other assets, net		19,095		6,190		558		–		25,843
Total assets	$	1,603,626	$	2,480,358	$	3,223,625	$	(5,528,344)	$	1,779,265

Liabilities and Equity
Accounts payable – affiliates	$	–	$	–	$	219,645	$	(217,327)	$	2,318
Current portion of derivative liability		–		6,404		–		–		6,404
Other current liabilities		916		48,126		117,289		–		166,331
Total current liabilities		916		54,530		336,934		(217,327)		175,053
Long-term derivative liability		–		976		–		–		976
Long-term debt, less current portion		358,322		–		422		–		358,744
Other long-term liability		69		104		–		–		173
Equity		1,244,319		2,424,748		2,886,269		(5,311,017)		1,244,319
Total liabilities and equity	$	1,603,626	$	2,480,358	$	3,223,625	$	(5,528,344)	$	1,779,265

December 31, 2010

Assets
Cash and cash equivalents	$	–	$	164	$	–	$	–	$	164
Accounts receivable − affiliates		1,329,448		–		–		(1,329,448)		–
Other current assets		202		25,488		89,187		–		114,877
Total current assets		1,329,650		25,652		89,187		(1,329,448)		115,041

Property, plant and equipment, net		–		243,092		1,097,910		–		1,341,002
Intangible assets, net		–		–		126,379		–		126,379
Investment in joint venture		–		153,358		–		–		153,358
Notes receivable		–		–		1,852,928		(1,852,928)		–
Equity investments		252,725		(633,455)		–		380,730		–
Other assets, net		26,605		1,775		688		–		29,068
Total assets	$	1,608,980	$	(209,578)	$	3,167,092	$	(2,801,646)	$	1,764,848

Liabilities and Equity
Accounts payable – affiliates	$	–	$	1,173,729	$	167,999	$	(1,329,448)	$	12,280
Current portion of derivative liability		–		4,564		–		–		4,564
Other current liabilities		2,102		47,162		85,498		–		134,762
Total current liabilities		2,102		1,225,455		253,497		(1,329,448)		151,606
Long-term derivative liability		–		5,608		–		–		5,608
Long-term debt, less current portion		565,231		–		533		–		565,764
Other long-term liability		–		223		–		–		223
Equity		1,041,647		(1,440,864)		2,913,062		(1,472,198)		1,041,647
Total liabilities and equity	$	1,608,980	$	(209,578)	$	3,167,092	$	(2,801,646)	$	1,764,848

Statements of Operations			Guarantor		Non-Guarantor		Consolidating
Three Months Ended June 30, 2011	Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated

Total revenue and other income (loss), net	$	–	$	74,135	$	276,050	$	–		$	350,185
Total costs and expenses		(4,710)		(75,434)		(242,062)		–			(322,206)
Equity income		32,443		34,749		–		(66,505)			687
Loss on asset sales and other		–		(273)		–		–			(273)
Loss on early extinguishment of debt		(19,574)		–		–		–			(19,574)

Net income (loss)	$	8,159	$	33,177	$	33,988	$	(66,505)		$	8,819

Three Months Ended June 30, 2010⁽¹⁾

Total revenue and other income (loss),net	$	–	$	39,948	$	176,279	$	–	$	216,227
Total costs and expenses		4,755		(76,694)		(152,501)		–		(224,440)
Equity income		(4,840)		24,243		–		(18,515)		888
Income (loss) from continuing operations		(85)		(12,503)		23,778		(18,515)		(7,325)
Income from discontinued operations		–		7,976		–		–		7,976

Net income (loss)	$	(85)	$	(4,527)	$	23,778	$	(18,515)	$	651

Six Months Ended June 30, 2011

Total revenue and other income (loss), net	$	–	$	107,180	$	499,868	$	–	$	607,048
Total costs and expenses		(15,804)		(140,338)		(437,681)		–		(593,823)
Equity income		284,115		62,897		–		(345,863)		1,149
Gain on asset sales and other		–		255,674		–		–		255,674
Loss on early extinguishment of debt		(19,574)		–		–		–		(19,574)
Income (loss) from continuing operations		248,737		285,413		62,187		(345,863)		250,474
Loss from discontinued operations		–		(81)		–		–		(81)

Net income (loss)	$	248,737	$	285,332	$	62,187	$	(345,863)	$	250,393

Six Months Ended June 30, 2010⁽¹⁾

Total revenue and other income (loss), net	$	–	$	86,554	$	369,826	$	–	$	456,380
Total costs and expenses		(21,904)		(133,321)		(315,733)		–		(470,958)
Equity income		22,479		55,471		–		(75,600)		2,350
Income (loss) from continuing operations		575		8,704		54,093		(75,600)		(12,228)
Income from discontinued operations		–		14,757		–		–		14,757

Net income (loss)	$	575	$	23,461	$	54,093	$	(75,600)	$	2,529

Statements of Cash Flows

Six Months Ended June 30, 2011

Net cash provided by (used in):
Total operating activities	$	(22,914)	$	25,345	$	110,425	$	(60,946)	$	51,910

Continuing investing activities		297,280		277,260		(72,987)		(278,910)		222,643
Discontinued investing activities		–		(81)		–		–		(81)
Total investing activities		297,280		277,179		(72,987)		(278,910)		222,562

Total financing activities		(274,366)		(302,522)		(37,438)		339,856		(274,470)

Net change in cash and cash equivalents		–		2		–		–		2
Cash and cash equivalents, beginning of period		–		164		–		–		164

Cash and cash equivalents, end of period	$	–	$	166	$	–	$	–	$	166

Statements of Cash Flows				Guarantor		Non-Guarantor		Consolidating
Six Months Ended June 30, 2010⁽¹⁾		Parent		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Net cash provided by (used in):
Continuing operating activities		$	41,497	$	(6,490)	$	124,374	$	(106,637)	$	52,744
Discontinued operating activities			–		4,382		–		–		4,382
Total operating activities			41,497		(2,108)		124,374		(106,637)		57,126

Continuing investing activities			(13,157)		649,481		(16,116)		(645,203)		(24,995)
Discontinued investing activities			–		(4,382)		–		–		(4,382)
Total investing activities			(13,157)		645,099		(16,116)		(645,203)		(29,377)

Total financing activities			(28,340)		(643,852)		(108,258)		751,840		(28,610)
Net change in cash and cash equivalents			–		(861)		–		–		(861)
Cash and cash equivalents, beginning of period			–		1,021		–		–		1,021
Cash and cash equivalents, end of period		$	–	$	160	$	–	$	–	$	160

	(1) Restated to reflect amounts reclassified to discontinued operations due to the sale of Elk City (see Note 4).