S-4/A

As filed with the Securities and Exchange Commission on August 19, 2013

Registration No. 333-190053

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ATLAS PIPELINE PARTNERS, L.P.^*

ATLAS PIPELINE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1311	23-3011077
Delaware	1311	20-3879234
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Park Place Corporate Center One

1000 Commerce Drive, 4^th Floor

Pittsburgh, PA 15275-1011

(877) 950-7473

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Gerald R. Shrader

Atlas Pipeline Partners GP, LLC

Park Place Corporate Center One

1000 Commerce Drive, 4^th Floor

Pittsburgh, PA 15275-1011

(877) 950-7473

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of communications to:

Mark E. Rosenstein, Esq.

Ledgewood

1900 Market Street

Philadelphia, Pennsylvania 19103

(215) 731-9450

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

^*  See table of additional registrants.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number	Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices
Atlas Pipeline Operating Partnership, L.P.	Delaware	23-3015646	Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA 15275-1011 (877) 950-7473
Velma Intrastate Gas Transmission Company, LLC	Delaware	26-2877615	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Slider WestOk Gathering, LLC	Delaware	26-3063706	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Pipeline Mid-Continent Holdings, LLC	Delaware	37-1492980	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Pipeline Mid-Continent LLC	Delaware	37-1492980	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Chaney Dell, LLC	Delaware	42-1733101	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Midkiff, LLC	Delaware	42-1733099	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
NOARK Energy Services, L.L.C.	Oklahoma	73-1551901	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Velma Gas Processing Company, LLC	Delaware	45-1543387	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Pipeline NGL Holdings, LLC	Delaware	80-0710914	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number	Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices
Atlas Pipeline NGL Holdings II, LLC	Delaware	90-0699888	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Laurel Mountain, LLC	Delaware	26-4834348	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Pipeline Tennessee, LLC	Pennsylvania	83-0504919	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Barnett, LLC	Delaware	45-2561587	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Pecos Pipeline LLC	Delaware	26-3633417	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Tesuque Pipeline, LLC	Delaware	27-0632723	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Arkoma Holdings, LLC	Delaware	90-0918336	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Arkoma Midstream, LLC	Delaware	27-3677594	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Gas Treating LLC	Delaware	27-0592931	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Arkoma, Inc.	Delaware	27-3684911	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL SouthTex Midstream LLC	Delaware	27-0350291	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL SouthTex Pipeline Company LLC	Texas	20-8721079	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL SouthTex Processing Company LP	Texas	45-2502762	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL SouthTex Midstream Holding Company LP	Texas	20-8721377	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL SouthTex Gas Utility Company LP	Texas	20-8721344	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number	Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices
APL SouthTex Transmission Company LP	Texas	80-0920148	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas SouthTex Midstream Company LP	Texas	20-8721274	110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated August 19, 2013

Prospectus

ATLAS PIPELINE PARTNERS, L.P.

ATLAS PIPELINE FINANCE CORPORATION

Offer to Exchange

Registered 6 ⁵/₈% Senior Notes due 2020

for

All outstanding 6 ⁵/₈% Senior Notes due 2020 issued September 28, 2012 and December 20, 2012

($500,000,000 in principal amount outstanding)

Terms of the exchange offer:

• We are offering to exchange, upon the terms of and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, all of our outstanding 6 ⁵/₈% Senior Notes due 2020 issued on September 28, 2012 and December 20, 2012 for our registered 6 ⁵/₈% Senior Notes due 2020. In this prospectus, we refer to the notes we originally issued on September 28, 2012 and December 20, 2012 as the “new issue notes” and the registered notes as the “exchange notes.”

• The terms of the exchange notes will be identical in all material respects to the terms of the new issue notes, except that the transfer restrictions, registration rights and additional interest provisions of the new issue notes will not apply to the exchange notes.

• The exchange offer expires at 5:00 p.m., New York City time, on                     , 2013, unless extended.

• You may withdraw your tender of new issue notes at any time before the expiration of the exchange offer. We will exchange all new issue notes validly tendered and not withdrawn.

• The exchange offer is not subject to any condition other than that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission.

• There is no existing public market for the exchange notes. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.

• We will not receive any cash proceeds from the exchange offer.

• Interest on the exchange notes will be paid at the rate of 6 ⁵/₈% per annum, semi-annually in arrears on each April 1 and October 1.

Please read “Risk Factors” beginning on page 10 for a discussion of factors you should consider before participating in the exchange offer.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives the exchange notes for its own account pursuant to this exchange offer must acknowledge by way of the letter of transmittal that it will deliver a prospectus in connection with any resale of the notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the exchange notes received in exchange for new issue notes where such new issue notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed to make this prospectus available for a period of 180 days from the expiration date of this exchange offer to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

The date of this prospectus is                     , 2013.

TABLE OF CONTENTS

SUMMARY	1
RISK FACTORS	10
SELECTED HISTORICAL FINANCIAL DATA	30
USE OF PROCEEDS	33
RATIO OF EARNINGS TO FIXED CHARGES	33
CAPITALIZATION	34
EXCHANGE OFFER	35
DESCRIPTION OF OTHER INDEBTEDNESS	41
DESCRIPTION OF THE EXCHANGE NOTES	43
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	87
PLAN OF DISTRIBUTION	88
LEGAL MATTERS	90
EXPERTS	90
WHERE YOU CAN FIND MORE INFORMATION	90

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment decision, you should rely only on the information contained in or incorporated by reference into this prospectus and in the letter of transmittal accompanying this prospectus. We have not authorized anyone to provide you with any other information. If you receive any unauthorized information, you must not rely on it. We are not making an offer to sell these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus or in the documents incorporated by reference into this prospectus are accurate as of any date other than the date on the front cover of this prospectus or the date of such incorporated documents, as the case may be.

This prospectus incorporates by reference business and financial information about us that is not included in or delivered with this prospectus. This information is available without charge upon written or oral request directed to: Investor Relations, Atlas Pipeline Partners, L.P., Park Place Corporate Center One, 1000 Commerce Drive, 4^th Floor, Pittsburgh, PA 15275-1011; telephone number: (877) 950-7473. To obtain timely delivery, you must request the information no later than                     , 2013 [5 business days before expiration date].

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The matters discussed or incorporated by reference in this prospectus may include forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this prospectus, including certain statements under the headings “Summary” and “Risk Factors,” are forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus under the headings “Summary” and “Risk Factors,” may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:

• the demand for natural gas and natural gas liquids;

• the price volatility of natural gas and natural gas liquids;

• the effectiveness of our hedging program, and the creditworthiness of our hedging counterparties;

• our ability to connect new wells to our gathering systems;

• the amount of NGL content in the natural gas we process and the volume of natural gas we gather;

• our indebtedness, which could limit our flexibility, adversely affect our financial health and prevent us from paying debt service on the notes;

• adverse effects of governmental and environmental regulation;

• limitations on our access to capital or on the market for our common units; and

• the strength and financial resources of our competitors.

Other factors that could cause actual results to differ from those implied by the forward-looking statements in this prospectus are more fully described in the “Risk Factors” section and elsewhere in this prospectus. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any of these statements to reflect future events or developments.

TERMS USED IN THIS PROSPECTUS

Unless otherwise noted or indicated by the context, in this prospectus:

• the terms “the Partnership,” “we,” “our” and “us” refer to Atlas Pipeline Partners, L.P. and its subsidiaries;

• the term “our general partner” refers to Atlas Pipeline Partners GP, LLC, a wholly-owned subsidiary of Atlas Energy, L.P. (NYSE: ATLS);

• we refer to natural gas liquids, such as ethane, propane, normal butane, isobutane and natural gasoline, as “NGLs”;

• we refer to billion cubic feet as “Bcf,” million cubic feet as “MMcf,” thousand cubic feet as “Mcf,” million cubic feet per day as “MMcfd,” thousand cubic feet per day as “Mcfd,” barrels as “Bbl,” barrels per day as “Bbld,” British Thermal Unit as “Btu” and million British Thermal Units as “MMbtu”; and

• the $365.8 million in outstanding principal amount of 8 ³/₄% senior notes due 2018 we originally issued on June 27, 2008 and November 21, 2011 are referred to as the “8.75% Senior Notes;” the $650.0 million outstanding principal amount of 5.875% senior notes due 2023 we originally issued on February 11, 2013 are referred to as the “5.875% Senior Notes;” the $400.0 million outstanding principal amount of 4.75% senior notes due 2021 we originally issued on May 10, 2013 are referred to as the “4.75% Senior Notes;” the new issue notes, the 5.875% Senior Notes and the 4.75% Senior Notes are collectively referred to as the “existing notes;” the $500.0 million of 6 ⁵/₈% senior notes due 2020 we issued on September 28, 2012 and December 20, 2012 are referred to as the “new issue notes;” the registered notes are referred to as the “exchange notes;” and the new issue notes and the exchange notes are collectively referred to as the “notes.”

SUMMARY

This summary highlights information included or incorporated by reference in this prospectus. It may not contain all of the information that is important to you. This prospectus includes information about the exchange offer and includes or incorporates by reference information about our business and our financial and operating data. Before deciding to participate in the exchange offers, you should read this entire prospectus carefully, including the financial data and related notes incorporated by reference in this prospectus and the “Risk Factors” section.

Atlas Pipeline Partners, L.P.

We are a publicly-traded Delaware limited partnership formed in 1999 whose common units are listed on the New York Stock Exchange under the symbol “APL.” We are a leading provider of natural gas gathering, processing and treating services in the Anadarko, Arkoma and Permian Basins located in the southwestern and mid-continent regions of the United States; a provider of natural gas gathering services in the Appalachian Basin in the northeastern region of the United States; and a provider of NGL transportation services in the southwestern region of the United States.

We conduct our business in the midstream segment of the natural gas industry through two reportable segments: Gathering and Processing; and Transportation, Treating and Other (“Transportation and Treating”).

The Gathering and Processing segment consists of (1) the Arkoma, South TX, WestOK, WestTX and Velma operations, which are comprised of natural gas gathering and processing assets servicing drilling activity in the Eagle Ford Shale play in Texas and the Anadarko, Arkoma and Permian Basins; (2) natural gas gathering assets located in the Barnett Shale play in Texas and the Appalachian Basin in Tennessee; and (3) through the year ended December 31, 2011, the revenues and gain on sale related to our former 49% interest in Laurel Mountain Midstream, LLC (“Laurel Mountain”). Gathering and Processing revenues are primarily derived from the sale of residue gas and NGLs and the gathering processing of natural gas.

Our Gathering and Processing operations, own, have interests in and operate fourteen natural gas processing plants with aggregate capacity of approximately 1,490 MMCFD located in Oklahoma and Texas; a gas treating facility located in Oklahoma; and approximately 10,600 miles of active natural gas gathering systems located in Oklahoma, Kansas, Tennessee and Texas. Our gathering systems gather natural gas from oil and natural gas wells and central delivery points and deliver to this gas to processing plants, as well as third-party pipelines.

Our Gathering and Processing operations are all located in or near areas of abundant and long-lived natural gas production, including the Golden Trend, Mississippian Limestone and Hugoton field in the Anadarko Basin; the Woodford Shale; the Spraberry Trend, which is an oil play with associated natural gas in the Permian Basin; the Barnett Shale; and the Eagle Ford Shale. Our gathering systems are connected to approximately 8,600 receipt points, consisting primarily of individual well connections and, secondarily, central delivery points, which are linked to multiple wells. We believe we have significant scale in each of our primary service areas. We provide gathering, processing and treating services to the wells connected to our systems, primarily under long-term contracts. As a result of the location and capacity of our gathering, processing and treating assets, we believe we are strategically positioned to capitalize on the drilling activity in our service areas.

Our Transportation and Treating operations consist of (1) seventeen gas treating facilities used to provide contract treating services to natural gas producers located in Arkansas, Louisiana, Oklahoma and Texas; and (2) a 20% interest in West Texas LPG Pipeline Limited Partnership (“WTLPG”), which owns a common-carrier pipeline system that transports NGLs from New Mexico and Texas to Mont Belvieu, Texas for fractionation.

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WTLPG is operated by Chevron Pipeline Company, an affiliate of Chevron Corporation, a Delaware corporation (“Chevron” — NYSE: CVX), which owns the remaining 80% interest. The contract gas treating operations are located in various shale plays including the Avalon, Eagle Ford, Granite Wash, Haynesville, Fayetteville and Woodford.

In connection with the acquisition of 100% of the equity interests in three subsidiaries wholly-owned by Cardinal Midstream LLC (the “Cardinal Acquisition”) and the acquisition of 100% of the outstanding member and other ownership interests of TEAK Midstream, LLC (the “TEAK Acquisition”), we reviewed the acquired assets to determine the proper alignment of these assets within the existing reportable segments. The gas gathering and processing facilities acquired, along with their related assets, for both the Cardinal Acquisition and the TEAK Acquisition are included in the Gathering and Processing segment. The fixed fee contract gas treating business acquired in the Cardinal Acquisition generates revenue based upon monthly lease fees. We have included these assets in the Pipeline Transportation segment and renamed it “Transportation, Treating and Other”.

Recent Developments

On January 7, 2013, we paid $6.0 million for the first of two contingent payments related to the acquisition of a gas gathering system and related assets in February 2012. We originally agreed to pay up to an additional $12.0 million, payable in two equal amounts, if certain volumes were achieved on the acquired gathering system within specified periods of time. Sufficient volumes were achieved in December 2012 to meet the required volumes for the first contingent payments.

On February 11, 2013 we issued $650.0 million of the 5.875% Senior Notes in a private placement transaction. The 5.875% Senior Notes were issued at par. We received net proceeds of $637.1 million and utilized the proceeds to redeem the 8.75% Senior Notes and repay a portion of our outstanding indebtedness under our revolving credit facility. We have agreed to file a registration statement with respect to the 5.875% Senior Notes.

Prior to issuance of the 5.875% Senior Notes and in anticipation thereof, on January 28, 2013, we commenced a cash tender offer for any and all of our outstanding 8.75% Senior Notes, and a solicitation of consents to eliminate most of the restrictive covenants and certain of the events of default contained in the indenture governing the 8.75% Senior Notes (“8.75% Senior Notes Indenture”). Approximately $268.4 million aggregate principal amount of the 8.75% Senior Notes, (representing approximately 73.4% of the outstanding notes) were validly tendered as of the expiration date of the consent solicitation. On February 11, 2013, we accepted for purchase all 8.75% Senior Notes validly tendered as of the expiration of the consent solicitation and entered into a supplemental indenture amending and supplementing the 8.75% Senior Notes Indenture. We also issued a notice to redeem all the 8.75% Senior Notes not purchased in connection with the tender offer on March 12, 2013. We funded the redemption with a portion of the net proceeds from the issuance of the 5.875% Senior Notes.

On April 16, 2013, we executed a Class D preferred unit purchase agreement for a private placement of $400.0 million of our Class D convertible preferred units (“Class D Preferred Units”) to third party investors, at a negotiated price per unit of $29.75 for net proceeds of $397.7 million. We also received a capital contribution from the General Partner of $8.2 million to maintain its 2.0% general partner interest in us. We used the proceeds to fund a portion of the purchase price of 100% of the equity interests held by TEAK.

On April 17, 2013, we sold 11,845,000 of our common units in a registered public offering at a price of $34.00 per unit, yielding net proceeds of $388.4 million after underwriting commissions and expenses. We also

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received a capital contribution from the General Partner of $8.3 million to maintain its 2.0% general partnership interest. We used the proceeds from this offering to fund a portion of the purchase price of the TEAK Acquisition.

On April 19, 2013, we entered into an amendment to our amended and restated credit agreement, which, among other changes, (1) allowed the TEAK Acquisition to be a Permitted Investment, as defined in the credit agreement; (2) does not require the joint venture interests acquired in the TEAK Acquisition to be guarantors; (3) modified the definitions of Consolidated Funded Debt Ratio, Interest Coverage Ratio and Consolidated EBITDA to allow for an Acquisition Period whereby the terms for calculating each of these ratios have been adjusted; and (4) permitted the payment of cash distributions, if any, on the Class D Preferred Units so long as we have a pro forma Minimum Liquidity, as defined in the credit agreement, of greater than or equal to $50.0 million.

On May 7, 2013, we completed the TEAK Acquisition for $1.0 billion in cash, subject to customary purchase price adjustments, less cash received.

On May 10, 2013, we completed the private issuance and sale of $400.0 million of the 4.75% Senior Notes. The 4.75% Senior Notes are fully and unconditionally guaranteed by our existing restricted subsidiaries (other than Atlas Pipeline Finance Corporation (“Finance Co.”), Atlas Pipeline Mid-Continent WestOk, LLC (“WestOK”), Atlas Pipeline Mid-Continent WestTex, LLC (“WestTX”), Centrahoma Processing, LLC (“Centrahoma”) and T2 LaSalle Gathering Company LLC, T2 Eagle Ford Gathering Company LLC and T2 EF Cogeneration Holdings LLC (collectively, the “TEAK Joint Ventures”), and their respective subsidiaries) and any future subsidiary that guarantees our indebtedness or the indebtedness of any other subsidiary. We have agreed to file a registration statement with respect to the 4.75% Senior Notes.

On July 23, 2013, we declared a cash distribution of $0.62 per unit on our outstanding common limited partner units, representing the cash distribution for the quarter ended June 30, 2013. The $54.0 million distribution, including $5.9 million to our General Partner for its general partner interest and incentive distribution rights, will be paid on August 14, 2013 to unitholders of record at the close of business on August 7, 2013.

Our Organizational Structure

We conduct our operations through, and our operating assets are owned by, our subsidiaries. Our general partner has sole responsibility for conducting our business and managing our operations. Our general partner does not receive any management fee or other compensation in connection with its management of our business apart from its general partner interest and incentive distribution rights, but it is reimbursed for direct and indirect expenses incurred on our behalf. Our executive offices are located at Park Place Corporate Center One, 1000 Commerce Drive, Suite 400, Pittsburgh, Pennsylvania 15275, telephone number (877) 950-7473. Our website address is www.atlaspipeline.com. The information on our website is not part of this prospectus and you should rely only on the information contained or incorporated by reference in this prospectus when making a decision as to whether or not to invest in the notes.

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Summary of the Exchange Offer

On each of September 28, 2012 and December 20, 2012, we completed a private offering of the new issue notes. As part of these private offerings, we entered into registration rights agreements, referred to herein as the Registration Rights Agreements, with the initial purchasers of the new issue notes in which we agreed, among other things, to deliver this prospectus to you and to use our reasonable best efforts to complete the exchange offer within 360 days of the respective issue date. The following is a summary of the exchange offer.

New issue notes $500.0 million aggregate principal amount of 6 ⁵/₈% Senior Notes due 2020.

Exchange notes 6 ⁵/₈% Senior Notes due 2020. The terms of the exchange notes are substantially identical to those terms of the new issue notes, except that the transfer restrictions, registration rights and provisions for additional interest relating to the new issue notes do not apply to the exchange notes.

Exchange offer We are offering to exchange up to $500.0 million principal amount of our 6 ⁵/₈% Senior Notes due 2020 that have been registered under the Securities Act of 1933 for an equal amount of our outstanding 6 ⁵/₈% Senior Notes due 2020 to satisfy our obligations under the Registration Rights Agreements.

Expiration date The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2013, unless we decide to extend it.

Conditions to the exchange offer The Registration Rights Agreements do not require us to accept new issue notes for exchange if the exchange offer or the making of any exchange by a holder of the new issue notes would violate any applicable law or interpretation of the staff of the SEC or if any legal action has been instituted or threatened that would impair our ability to proceed with the exchange offer. A minimum aggregate principal amount of new issue notes being tendered is not a condition to the exchange offer. Please read “Exchange Offer — Conditions to the Exchange Offer” for more information about the conditions to the exchange offer.

Procedures for tendering new issue notes To participate in the exchange offer, you must follow the automatic tender offer program, or ATOP, procedures established by The Depository Trust Company, or DTC, for tendering notes held in book-entry form. The ATOP procedures require that the exchange agent receive, before the expiration date of the exchange offer, a computer-generated message known as an “agent’s message” that is transmitted through ATOP and that DTC confirms that:

• DTC has received instructions to exchange your notes; and

• you agree to be bound by the terms of the letter of transmittal.

For more details, please read “Exchange Offer — Terms of the Exchange Offer” and “Exchange Offer — Procedures for Tendering.”

Guaranteed delivery procedures None.

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Withdrawal of tenders You may withdraw your tender of new issue notes at any time before the expiration date. To withdraw, you must submit a notice of withdrawal to the exchange agent using ATOP procedures before 5:00 p.m., New York City time, on the expiration date of the exchange offer. Please read “Exchange Offer — Withdrawal of Tenders.”

Acceptance of new issue notes and delivery of exchange notes If you fulfill all conditions required for proper acceptance of new issue notes, we will accept any and all new issue notes that you properly tender in the exchange offer before 5:00 p.m., New York City time, on the expiration date. We will return any new issue note that we do not accept for exchange to you without expense promptly after the expiration date. We will deliver the exchange notes promptly after the expiration date and acceptance of the new issue notes for exchange. Please read “Exchange Offer — Terms of the Exchange Offer.”

Fees and expenses We will bear all expenses related to the exchange offer. Please read “Exchange Offer — Fees and Expenses.”

Use of proceeds The issuance of the exchange notes will not provide us with any new proceeds. We are making the exchange offer solely to satisfy our obligations under the Registration Rights Agreements.

Consequences of failure to exchange new issue notes If you do not exchange your new issue notes in the exchange offer, your new issue notes will continue to be subject to the restrictions on transfer currently applicable to the new issue notes. In general, you may offer or sell your new issue notes only:

• if they are registered under the Securities Act and applicable state securities laws;

• if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities laws; or

• if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

Following completion of the exchange offer, we do not currently intend to register any remaining new issue notes under the Securities Act. Under some circumstances, however, holders of the new issue notes, including holders who are not permitted to participate in the exchange offer or who may not freely resell exchange notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of new issue notes by these holders. For more information regarding the consequences of not tendering your new issue notes and our obligation to file a shelf registration statement, please read “Exchange Offer — Consequences of Failure to Exchange” and “Description of the Exchange Notes — Registration Rights; Additional Interest.”

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U.S. federal income tax consequences The exchange of exchange notes for new issue notes in the exchange offer should not be a taxable event for U.S. federal income tax purposes. Please read “Certain Federal Income Tax Consequences.”

Exchange agent We have appointed U.S. Bank National Association as the exchange agent for the exchange offer. You should direct questions and requests for assistance and requests for additional copies of this prospectus (including the letter of transmittal) to the exchange agent addressed as follows: Attn: Lori Buckles, U.S. Bank Corporate Trust Services, Specialized Finance Dept., 60 Livingston Avenue, St. Paul, Minnesota 55107; telephone number (651) 466-6728. Eligible institutions may make requests by facsimile at (651) 466-7372.

Summary of Terms of the Exchange Notes

The exchange notes will be identical to the new issue notes, except that the exchange notes are registered under the Securities Act and will not have restrictions on transfer, registration rights or provisions for additional interest. The exchange notes will evidence the same debt as the new issue notes, and the same indenture will govern the exchange notes and the new issue notes.

The following summary contains basic information about the exchange notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the exchange notes, please read “Description of the Exchange Notes.”

Issuers Atlas Pipeline Partners, L.P. and Atlas Pipeline Finance Corporation

Notes offered $500.0 million aggregate principal amount of 6 ⁵/₈% Senior Notes due 2020.

Maturity date October 1, 2020.

Interest payment dates April 1 and October 1 of each year.

Guarantees The notes will be fully and unconditionally guaranteed on an unsecured senior basis by all of our current domestic restricted subsidiaries (other than Finance Co., WestOK, WestTX, Centrahoma, the TEAK Joint Ventures and their respective subsidiaries, and APC Acquisition, LLC, which has no assets), and any future restricted subsidiary that guarantees our other indebtedness or that of any other subsidiary or incurs any indebtedness under any credit facility. Our non-guarantor subsidiaries accounted for approximately 79% of our revenues for the six months ended June 30, 2013. In addition, as of June 30, 2013, they held approximately $2.2 billion, or approximately 50%, of our consolidated assets.

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Ranking The notes and the related guarantees will be the unsecured senior obligations of us, Atlas Pipeline Finance Corporation and the guarantors. Accordingly, they will rank:

• effectively subordinated to all of our and, with respect to the guarantors, the respective guarantors’ existing and future secured debt, including debt under our existing credit facility, to the extent of the value of the assets securing such debt;

• structurally subordinated to all existing and future indebtedness and obligations of any of our present and future subsidiaries that do not guarantee the notes;

• equal in right of payment with our and, with respect to the guarantors, the respective guarantors’ existing and future unsecured senior debt, including the existing notes; and

• senior to all our and, with respect to the guarantors, the respective guarantors’ existing and future debt that expressly provides that it is subordinated to the notes or the respective guarantees.

As of June 30, 2013, we had $1,635.8 million of debt outstanding, $80.0 million of which was secured indebtedness. In addition, the notes were structurally subordinated to $168.9 million of liabilities of our non-guarantor subsidiaries.

Optional redemption We may redeem the notes, in whole or in part, at any time on or after October 1, 2016, at redemption prices described in the section “Description of the Exchange Notes — Optional Redemption” plus accrued and unpaid interest, if any, to the date of redemption. Before October 1, 2016, we may redeem the notes, in whole or in part, at par value plus a make-whole premium described in “Description of the Exchange Notes — Optional Redemption” plus accrued and unpaid interest, and additional interest, if any, to the rate of redemption. In addition, before October 1, 2015, we may redeem up to 35% of the notes with the net cash proceeds from specified equity offerings at a redemption price equal to 106.625% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, and additional interest, if any, to the date of redemption. However, we may only make such a redemption if at least 65% of the aggregate principal amount of notes issued under the indenture remains outstanding immediately after the redemption and such redemption occurs within 90 days after the closing of such specified equity offering.

Change of control offer If we undergo a change of control, we must offer to repurchase the notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. See “Description of the Exchange Notes — Repurchase upon a Change in Control.”

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Basic covenants of the indenture The indenture governing the notes restricts our ability and the ability of our restricted subsidiaries to, among other things:

• pay distributions, redeem stock, prepay subordinated indebtedness or make other restricted payments;

• incur indebtedness;

• make certain investments;

• create liens on our assets to secure debt;

• restrict dividends, distributions or other payments from subsidiaries to us;

• consolidate or merge;

• sell or otherwise transfer or dispose of assets, including equity interests of restricted subsidiaries;

• enter into transactions with affiliates;

• designate subsidiaries as unrestricted subsidiaries;

• use the proceeds of permitted sales of assets; and

• change our line of business.

These covenants are subject to important exceptions and qualifications described under the heading “Description of the Exchange Notes — Covenants.”

Covenant suspension At any time when the notes are rated investment grade by both Moody’s and Standard & Poors and no default or event of default has occurred and is continuing under the indenture, we and our subsidiaries will not be subject to many of the foregoing covenants. See “Description of the Exchange Notes — Suspended Covenants.”

Transfer restrictions; absence of a public market for the exchange notes The exchange notes generally will be freely transferable, but will also be new securities for which there will not initially be a market. We do not intend to make a trading market in the exchange notes after the exchange offer. Therefore, we cannot assure you as to the development of an active market for the exchange notes or as to the liquidity of any such market.

Form of exchange notes The exchange notes will be represented initially by one or more global notes. The global exchange notes will be deposited with the trustee, as custodian for DTC.

Same-day settlement The global exchange notes will be shown on, and transfers of the global exchange notes will be effected only through, records maintained in book-entry form by DTC and its direct and indirect participants.

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The exchange notes are expected to trade in DTC’s Same Day Funds Settlement System until maturity or redemption. Therefore, secondary market trading activity in the exchange notes will be settled in immediately available funds.

Trading We do not expect to list the exchange notes for trading on any securities exchange.

Registrar and paying agent U.S. Bank National Association

Governing law The exchange notes and the indenture relating to the exchange notes will be governed by, and construed in accordance with, the laws of the State of New York.

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RISK FACTORS

In addition to the other information set forth elsewhere or incorporated by reference in this prospectus, you should consider carefully the risks described below before deciding whether to participate in the exchange offer.

Risks Related to the Exchange Offer

If you fail to exchange new issue notes, existing transfer restrictions will remain in effect and the notes may be more difficult to sell.

If you fail to exchange new issue notes for exchange notes under the exchange offer, then you will continue to be subject to the existing transfer restrictions on the new issue notes. In general, the new issue notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except in connection with this exchange offer or as required by the Registration Rights Agreements, we do not intend to register resales of the new issue notes.

The tender of new issue notes under the exchange offer will reduce the principal amount of the currently outstanding new issue notes. Due to the corresponding reduction in liquidity, this may decrease, and increase the volatility of, the market price of any currently outstanding new issue notes that you continue to hold following completion of the exchange offer.

You must comply with the exchange offer procedures in order to receive new, freely tradable exchange notes.

Delivery of exchange notes in exchange for new issue notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of book-entry transfer of new issue notes into the exchange agent’s account at DTC, as depositary, including an agent’s message. We are not required to notify you of defects or irregularities in tenders of new issue notes for exchange. New issue notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the Registration Rights Agreements will terminate. See “Exchange Offer — Procedures for Tendering” and “Exchange Offer — Consequences of Failure to Exchange.”

Some holders who exchange their new issue notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your new issue notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Risks Related to the Notes

We distribute all of our available cash to our unitholders and are not required to accumulate cash for the purpose of meeting our future obligations to our noteholders, which may limit the cash available to service the notes.

Subject to the limitations on restricted payments contained in the indentures governing our existing notes, the indenture governing the notes and our existing credit facility, we distribute all of our “available cash” each quarter to our limited partners and our general partner. “Available cash” is defined in our partnership agreement, and it generally means, for each fiscal quarter:

• all cash on hand at the end of the quarter;

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• less the amount of cash that our general partner determines in its reasonable discretion is necessary or appropriate to:

• provide for the proper conduct of our business;

• comply with applicable law, any of our debt instruments, or other agreements; or

• provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters;

• plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings that are made under our senior secured credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners. We are unable to borrow under our senior secured credit facility to pay distributions of available cash to unitholders because such borrowings would not constitute “working capital borrowings” pursuant to our partnership agreement.

As a result, we do not expect to accumulate significant amounts of cash. Depending on the timing and amount of our cash distributions, these distributions could significantly reduce the cash available to us in subsequent periods to make payments on the notes.

We may not be able to generate sufficient cash to service our debt obligations, including our obligations under the notes.

Our ability to make payments on and to refinance our indebtedness, including the notes, will depend on our financial and operating performance, which may fluctuate significantly from quarter to quarter, and is subject to prevailing economic conditions and financial, business and other factors, many of which are beyond our control. We cannot assure you that we will continue to generate sufficient cash flow or that we will be able to borrow funds in amounts sufficient to enable us to service our indebtedness, or to meet our working capital and capital expenditure requirements. If we are not able to generate sufficient cash flow from operations or to borrow sufficient funds to service our indebtedness, we may be required to sell assets or equity, reduce capital expenditures, refinance all or a portion of our existing indebtedness or obtain additional financing. We cannot assure you that we will be able to refinance our indebtedness, sell assets or equity, or borrow more funds on terms acceptable to us, if at all.

We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets.

We are a holding company, and our operating partnership and its operating subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than our interest in our operating partnership. As a result, our ability to make required payments on the notes depends on the performance of our operating partnership and its subsidiaries and their ability to distribute funds to us. If we are unable to obtain the funds necessary to pay the principal amount at maturity of the notes, or to repurchase the notes upon the occurrence of a change of control, we may be required to adopt one or more alternatives, such as a refinancing of the notes or a sale of assets. We may not be able to refinance the notes or sell assets on acceptable terms, or at all.

We have a substantial amount of indebtedness which could adversely affect our financial position and prevent us from fulfilling our obligations under the notes.

We currently have, and following this exchange offer will continue to have, a substantial amount of indebtedness. As of June 30, 2013, we had total debt of approximately $1,635.8 million, consisting of $504.9 million of the new issue notes including unamortized premium, $650.0 million of our 5.875% Senior Notes, $400.0 million of our 4.75% Senior Notes, $80.0 million of borrowings under our existing credit

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facility and $0.1 million of capital leases, and had additional borrowing capacity under our existing credit facility of $519.6 million, excluding $0.4 million in outstanding letters of credit. In addition, as of June 30, 2013, the notes were structurally subordinated to $168.9 million of liabilities of our non-guarantor subsidiaries.

Our substantial indebtedness may:

• make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the notes and our other indebtedness;

• limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;

• limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;

• require us to use a substantial portion of our cash flow from operations to make debt service payments;

• limit our flexibility to plan for, or react to, changes in our business and industry;

• place us at a competitive disadvantage compared to less leveraged competitors; and

• increase our vulnerability to the impact of adverse economic and industry conditions.

Despite our and our subsidiaries’ current level of indebtedness, we may still be able to incur substantially more indebtedness. This could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures governing the notes and the existing notes do not prohibit us or our subsidiaries from doing so if we meet applicable coverage tests. If we incur any additional indebtedness that ranks equally with the notes and the guarantees, the holders of that indebtedness will be entitled to share ratably with the holders of the notes and the guarantees in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of proceeds paid to you. If we add new indebtedness to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

The notes and the guarantees are unsecured and effectively subordinated to our and the guarantors’ existing and future secured indebtedness.

The notes and the guarantees are general unsecured obligations ranking effectively junior in right of payment to all of our existing and future secured indebtedness and that of each guarantor. Additionally, the indentures governing the notes and the existing notes permit us to incur additional secured indebtedness in the future.

If we or a guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, any indebtedness that ranks ahead of the notes and the guarantees will be entitled to be paid in full from our assets or the assets of the guarantor, as applicable, before any payment may be made with respect to the notes or the affected guarantees. Holders of the notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In the event of the liquidation, dissolution, reorganization, bankruptcy or similar proceeding of the business of a subsidiary that is not a guarantor, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to us or the holders of the notes. In any of the foregoing events, we cannot assure you that there will be sufficient remaining assets to pay amounts due on the notes. As a result, holders of the notes may receive less, ratably, than holders of secured indebtedness. As of June 30, 2013, we had $80.0 million of secured indebtedness and had additional borrowing capacity under our credit facility of $519.6 million.

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Our non-guarantor subsidiaries constitute a significant portion of our consolidated revenues and assets.

Not all of our subsidiaries will guarantee the notes. However, we present the financial information incorporated by reference in this prospectus on a consolidated basis, including all of our consolidated subsidiaries. In particular, the limited liability companies which own our interests in the WestOK and WestTX systems, and which are our consolidated subsidiaries, are prohibited by the terms of their operating agreements from guaranteeing the debt of the individual members of the companies, including us. Our non-guarantor subsidiaries accounted for approximately 79% of our revenues for the six months ended June 30, 2013. In addition, as of June 30, 2013, they held approximately $2.2 billion, or approximately 50%, of our consolidated assets. Because a substantial portion of our operations are conducted by the non-guarantor subsidiaries, our cash flow and our ability to service debt, including interest on and principal of the notes when due, depend to a significant extent upon cash distributions or other transfers from the non-guarantor subsidiaries, which will be contingent upon these subsidiaries’ earnings. As of June 30, 2013, the notes were structurally subordinated to $168.9 million of liabilities of our non-guarantor subsidiaries.

Our non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes or the guarantees or to make any funds available for such payments, whether by distributions, loans or other payments. Any right that we or the guarantor subsidiaries have to receive any assets of any of the non-guarantor subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of notes to realize proceeds from the sale of any of those subsidiaries’ assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors and holders of debt of that subsidiary.

Claims of noteholders will be structurally subordinate to claims of creditors of some of our subsidiaries because they will not guarantee the notes.

The notes will not be guaranteed by future subsidiaries that we may designate as “unrestricted.” Accordingly, claims of holders of the notes will be structurally subordinate to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the notes. As of June 30, 2013, the notes were structurally subordinated to $168.9 million of liabilities of our non-guarantor subsidiaries.

Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, and if that occurs, you may not receive any payments on the notes.

The issuance of the notes and the guarantees may be subject to review under federal and state fraudulent transfer and conveyance statutes. While the relevant laws may vary from state to state, under such laws the payment of consideration will be a fraudulent conveyance if (1) we paid the consideration with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the notes or a guarantee, and, in the case of (2) only, one of the following is also true:

• we or any of the guarantors were insolvent or rendered insolvent by reason of the incurrence of the indebtedness;

• payment of the consideration left us or any of the guarantors with an unreasonably small amount of capital to carry on the business;

• we or any of the guarantors intended to, or believed that it would, incur debts beyond our ability to pay as they mature; or

• we were a defendant in an action for money damages docketed against it if, in either case, after final judgment the judgment is unsatisfied.

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If a court were to find that the issuance of the notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the notes or such guarantee or further subordinate the notes or such guarantee to presently existing and future indebtedness of us or such guarantor, or require the holders of the notes to repay any amounts received with respect to the notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the notes. Further, the voiding of the notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of such debt.

Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:

• the sum of its debts, including contingent liabilities, was greater than the fair salable value of all its assets;

• the present fair salable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the notes and the guarantees would not be further subordinated to our or any of our guarantors’ other debt.

We believe that at the time the notes are initially issued each issuer and each guarantor will be:

• neither insolvent nor rendered insolvent thereby;

• in possession of sufficient capital to run its businesses effectively;

• incurring indebtedness within its ability to pay as the same mature or become due; and

• will have sufficient assets to satisfy any probable money judgment against it in any pending action.

In reaching these conclusions, we have relied upon our analysis of internal cash flow projections, which, among other things, assume that we will in the future realize certain selling price and volume increases and favorable changes in business mix, and estimated values of assets and liabilities. We cannot assure you, however, that a court passing on such questions would reach the same conclusions. Further, to the extent that the notes are guaranteed in the future by any subsidiary, a court passing on such guarantor regarding any such guarantee could conclude that such guarantee constituted a fraudulent conveyance or transfer.

The indenture governing the notes contains a provision intended to limit each guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may eliminate the guarantor’s obligations or reduce the guarantor’s obligations to an amount that effectively makes the guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the applicable guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the notes.

We may not be able to repurchase the notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, each holder of a note will have the right to require us to make an offer to repurchase such holder’s note at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any, to the date of repurchase.

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We may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control offer. The occurrence of a change of control could also constitute an event of default under our existing credit facility. Our bank lenders may have the right to prohibit any such purchase or redemption, in which event we will seek to obtain waivers from the required lenders under our existing credit facility, but may not be able to do so. See “Description of the Exchange Notes — Repurchase at the Option of Holders — Change of Control.”

Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the notes.

Although the exchange notes will be registered under the Securities Act, they will not be listed on any securities exchange. Accordingly, there will not be an established public market for them. The initial purchasers of the new issue notes have advised us that they intend to make a market in the notes, as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in the notes, and they may discontinue their market-making activities at any time without notice. Therefore, we cannot assure you that an active market for the notes will develop or, if developed, that such a market will continue. In addition, subsequent to their initial issuance, the notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

We do not intend to apply for listing or quotation of the notes on any securities exchange or stock market. The liquidity of any market for the notes will depend on a number of factors, including:

• the number of holders of notes;

• our operating performance and financial condition;

• our ability to complete the offer to exchange the notes for the exchange notes;

• the market for similar securities;

• the interest of securities dealers in making a market in the notes; and

• prevailing interest rates.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of these securities. We cannot assure you that the market for the notes will be free from similar disruptions. Any such disruptions could have an adverse effect on holders of the notes.

Our general partner will not have any liability for the notes.

The indenture governing the notes provides that our general partner will have no liability for our obligations under the notes. Accordingly, if we and the subsidiary guarantors are unable to make payments on the notes, you will not be able to recover against our general partner.

Risks Relating to Our Business

The amount of cash we generate depends, in part, on factors beyond our control.

The amount of cash we generate may not be sufficient for us to pay distributions in the future. Our ability to make cash distributions depends primarily on our cash flows. Cash distributions do not depend directly on our profitability, which is affected by non-cash items. Therefore, cash distributions may be made during periods when we record losses and may not be made during periods when we record profits. The actual amounts of cash we generate will depend upon numerous factors relating to our business, which may be beyond our control, including:

• the demand for natural gas, NGLs, crude oil and condensate;

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• the price of natural gas, NGLs, crude oil and condensate (including the volatility of such prices);

• the amount of NGL content in the natural gas we process;

• the volume of natural gas we gather;

• efficiency of our gathering systems and processing plants;

• expiration of significant contracts;

• continued development of wells for connection to our gathering systems;

• our ability to connect new wells to our gathering systems;

• our ability to integrate newly-formed ventures or acquired businesses with our existing operations;

• the availability of local, intrastate and interstate transportation systems;

• the availability of fractionation capacity;

• the expenses we incur in providing our gathering services;

• the cost of acquisitions and capital improvements;

• required principal and interest payments on our debt;

• fluctuations in working capital;

• prevailing economic conditions;

• fuel conservation measures;

• alternate fuel requirements;

• the strength and financial resources of our competitors;

• the effectiveness of our commodity price risk management program and the creditworthiness of our derivatives counterparties;

• governmental (including environmental and tax) laws and regulations; and

• technical advances in fuel economy and energy generation devices.

In addition, the actual amount of cash we will have available for distribution will depend on other factors, including:

• the level of capital expenditures we make;

• the sources of cash used to fund our acquisitions;

• limitations on our access to capital or the market for our common units and notes;

• our debt service requirements; and

• the amount of cash reserves established by our General Partner for the conduct of our business.

Our ability to make payments on and to refinance our indebtedness will depend on our financial and operating performance, which may fluctuate significantly from quarter to quarter, and is subject to prevailing economic and industry conditions and financial, business and other factors, many of which are beyond our control. We cannot assure you that we will continue to generate sufficient cash flow or that we will be able to borrow sufficient funds to service our indebtedness, or to meet our working capital and capital expenditure requirements. If we are not able to generate sufficient cash flow from operations or to borrow sufficient funds to service our indebtedness, we may be required to sell assets or equity, reduce capital expenditures, refinance all or a portion of our existing indebtedness or obtain additional financing. We cannot assure you that we will be able to refinance our indebtedness, sell assets or equity, or borrow more funds on terms acceptable to us, or at all.

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Economic conditions and instability in the financial markets could negatively impact our business.

Our operations are affected by the financial markets and related effects in the global financial system. The consequences of an economic recession and the effects of a financial crisis may include a lower level of economic activity and/or increased volatility in energy prices. This may result in a decline in energy consumption and lower market prices for oil and natural gas, and has previously resulted in a reduction in drilling activity in our service area and in wells connected to our pipeline system being shut in by their operators until prices improved. Any of these events may adversely affect our revenues and our ability to fund capital expenditures and, in turn, may impact the cash we have available to fund our operations, pay required debt service and make distributions to our unitholders.

Instability in the financial markets may increase the cost of capital while reducing the availability of funds. This may affect our ability to raise capital and reduce the amount of cash available to fund our operations. We rely on our cash flow from operations and borrowings under our existing credit facility to execute our growth strategy and to meet our financial commitments and other short-term liquidity needs. We cannot be certain that additional capital will be available to us to the extent required and on acceptable terms. Disruptions in the capital and credit markets could limit our access to liquidity needed for our business and impact our flexibility to react to changing economic and business conditions. Any disruption could require us to take measures to conserve cash until the markets stabilize or until we can arrange alternative credit arrangements or other funding for our business needs. Such measures could include reducing or delaying business activities, reducing our operations to lower expenses, and reducing other discretionary uses of cash. We may be unable to execute our growth strategy, take advantage of business opportunities or to respond to competitive pressures, any of which could negatively impact our business.

The economic climate, as existing from time to time, could have an adverse impact on our lenders, producers, key suppliers or other customers, causing them to fail to meet their obligations to us. Market conditions could also impact our derivative instruments. If a counterparty is unable to perform its obligations and the derivative instrument is terminated, our cash flow and ability to make required debt service payments and pay distributions could be impacted. The uncertainty and volatility surrounding the global financial crisis may have further impacts on our business and financial condition that we currently cannot predict or anticipate.

We are affected by the volatility of prices for natural gas, NGL and crude oil products.

We derive a majority of our gross margin from POP and Keep-Whole contracts. As a result, our income depends to a significant extent upon the prices at which we buy and sell natural gas and at which we sell NGLs and condensate. Average estimated unhedged 2013 market prices for NGLs, natural gas and crude oil, based upon NYMEX forward price curves as of July 8, 2013, were $0.90 per gallon, $3.89 per MMBTU and $98.77 per barrel, respectively. A 10% change in these prices would change our forecasted net income for the twelve-month period ended June 30, 2014 by approximately $13.0 million. Additionally, changes in natural gas prices may indirectly impact our profitability since prices can influence drilling activity and well operations, and could cause operators of wells currently connected to our pipeline system or that we expect will be connected to our system to shut in their production until prices improve, thereby affecting the volume of gas we gather and process. Historically, the prices of natural gas, NGLs and crude oil have been subject to significant volatility in response to relatively minor changes in the supply and demand for these products, market uncertainty and a variety of additional factors beyond our control, including those we describe in “—The amount of cash we generate depends, in part, on factors beyond our control,” above. West Texas Intermediate crude oil prices traded in a range of $77.69 per barrel to $109.77 per barrel in 2012, while Henry Hub natural gas prices have traded in a range of $1.91 per MMBTU to $3.90 per MMBTU, during the same time period. We expect this volatility to continue. This volatility may cause our gross margin and cash flows to vary widely from period to period. Our commodity price risk management strategies may not be sufficient to offset price volatility risk and, in any event, do not cover all the throughput volumes. Moreover, derivative instruments are subject to inherent risks, which we describe in “—Our commodity price risk management strategies may fail to protect us and could reduce our gross margin and cash flow.”

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Our commodity price risk management strategies may fail to protect us and could reduce our gross margin and cash flow.

Our operations expose us to fluctuations in commodity prices. We utilize derivative contracts related to the future price of crude oil, natural gas and NGLs with the intent of reducing the volatility of our cash flows due to fluctuations in commodity prices. To the extent we protect our commodity prices using derivative contracts we may forego the benefits we would otherwise experience if commodity prices were to change in our favor. Our commodity price risk management activity may fail to protect or could harm us because, among other things:

• entering into derivative instruments can be expensive, particularly during periods of volatile prices;

• available derivative instruments may not correspond directly with the risks against which we seek protection;

• price relationship between the physical transaction and the derivative transaction could change;

• the anticipated physical transaction could be different than projected due to changes in contracts, lower production volumes or other operational impacts, resulting in possible losses on the derivative instrument, which are not offset by income on the anticipated physical transaction; and

• the party owing money in the derivative transaction may default on its obligation to pay.

Regulations promulgated by the Commodities Futures Trading Commission could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our business.

The Dodd-Frank Wall Street Reform and Consumer Protection Act is intended to change fundamentally the way swap transactions are entered into, transforming an over-the-counter market in which parties negotiate directly with each other into a regulated market in which most swaps are to be executed on registered exchanges or swap execution facilities and cleared through central counterparties. These statutory requirements must be implemented through regulation, primarily through rules to be adopted by the Commodities Futures Trading Commission, or CFTC. Many market participants will be newly regulated as swap dealers or major swap participants, with new regulatory capital requirements and other regulations that impose business conduct rules and mandate how they hold collateral or margin for swap transactions. All market participants will be subject to new reporting and recordkeeping requirements. The new regulations may require us to comply with margin requirements and with certain clearing and trade-execution requirements in connection with our existing or future derivative activities. As a commercial end-user, which uses swaps to hedge or mitigate commercial risk, rather than for speculative purposes, we are permitted to opt out of the clearing and exchange trading requirements. However, we could be exposed to greater liquidity and credit risk with respect to our hedging transactions if we do not use cleared and exchange-traded swaps. Counterparties to our derivative instruments, which are federally insured depository institutions, are required to spin off some of their derivatives activities to separate entities, which may not be as creditworthy as the current counterparties. The new regulations could significantly increase the cost of derivative contracts; materially alter the terms of derivative contracts; reduce the availability of derivatives to protect against risks we encounter; reduce our ability to monetize or restructure our derivative contracts in existence at that time; and increase our exposure to less creditworthy counterparties. If we reduce or change the way we use derivative instruments as a result of the legislation or regulations, our results of operations may become more volatile and cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures. Finally, the legislation was intended, in part, to reduce the volatility of oil and natural gas prices, which some legislators attributed to speculative trading in derivatives and commodity instruments related to oil and natural gas. Our revenues could therefore be adversely affected if a consequence of the legislation and regulations is to lower commodity prices. Any of these consequences could have a material adverse effect on our consolidated financial position, results of operations and/or cash flows.

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We are exposed to the credit risks of our key customers, and any material nonpayment or nonperformance by our key customers could negatively impact our business.

We have historically experienced minimal collection issues with our counterparties; however our revenue and receivables are highly concentrated in a few key customers and therefore we are subject to risks of loss resulting from nonpayment or nonperformance by our key customers. In an attempt to reduce this risk, we have established credit limits for each counterparty and we attempt to limit our credit risk by obtaining letters of credit or other appropriate forms of security. Nonetheless, we have key customers whose credit risk cannot realistically be otherwise mitigated. Any material nonpayment or nonperformance by our key customers could impact our cash flow and ability to make required debt service payments and pay distributions.

Due to our lack of asset diversification, negative developments in our operations could reduce our ability to fund our operations, pay required debt service and make distributions to our common unitholders.

We rely primarily on the revenues generated from our gathering, processing and treating operations, and as a result, our financial condition depends upon prices of, and continued demand for, natural gas, NGLs and condensate. Due to our lack of asset-type diversification, a negative development in this business could have a significantly greater impact on our financial condition and results of operations than if we maintained more diverse assets.

The amount of natural gas we gather will decline over time unless we are able to attract new wells to connect to our gathering systems.

Production of natural gas from a well generally declines over time until the well can no longer economically produce natural gas and is plugged and abandoned. Failure to connect new wells to our gathering systems could, therefore, result in the amount of natural gas we gather declining substantially over time and could, upon exhaustion of the current wells, cause us to abandon one or more of our gathering systems and, possibly, cease operations. The primary factors affecting our ability to connect new supplies of natural gas to our gathering systems include our success in contracting for existing wells not committed to other systems, the level of drilling activity near our gathering systems and our ability to attract natural gas producers away from our competitors’ gathering systems.

Over time, fluctuations in energy prices can greatly affect production rates and investments by third parties in the development of new oil and natural gas reserves. Drilling activity generally decreases as oil and natural gas prices decrease. A decrease in exploration and development activities in the fields served by our gathering, processing and treating facilities could result if there is a sustained decline in natural gas, crude oil and/or NGL prices, which, in turn, would lead to a reduced utilization of these assets. The decline in the credit markets, the lack of availability of credit, debt or equity financing and the decline in commodity prices may result in a reduction of producers’ exploratory drilling. We have no control over the level of drilling activity in our service areas, the amount of reserves underlying wells that connect to our systems and the rate at which production from a well will decline. In addition, we have no control over producers or their production decisions, which are affected by, among other things, prevailing and projected energy prices, demand for hydrocarbons, the level of reserves, drilling costs, geological considerations, governmental regulation and the availability and cost of capital. In a low price environment, producers may determine to shut in wells already connected to our systems until prices improve. Because our operating costs are fixed to a significant degree, a reduction in the natural gas volumes we gather or process would result in a reduction in our gross margin and cash flow.

Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in reduced volumes available for us to gather and process.

Various federal and state initiatives are underway to regulate, or further investigate, the environmental impacts of hydraulic fracturing, a process that involves the pressurized injection of water, chemicals and other

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substances into rock formations to stimulate hydrocarbon production. The adoption of any future federal, state or local laws or regulations imposing additional permitting, disclosure or regulatory obligations related to, or otherwise restricting or increasing costs regarding the use of hydraulic fracturing could make it more difficult to drill certain oil and natural gas wells. As a result, the volume of natural gas we gather and process from wells that use hydraulic fracturing could be substantially reduced, which could adversely affect our gross margin and cash flow.

We currently depend on certain key producers for their supply of natural gas; the loss of any of these key producers could reduce our revenues.

During 2012, Chesapeake Energy Corporation; COG Operating LLC; Endeavor Energy Resources LP; Energen Resources Corporation; Laredo Petroleum Inc.; Parsley Energy, LP; Pioneer Natural Resources Company; Range Resources Corporation; SandRidge Exploration and Production, LLC; Woolsey Operating Company LLC; and XTO accounted for a significant amount of our natural gas supply. If these producers reduce the volumes of natural gas they supply to us, our gross margin and cash flow could be reduced unless we obtain comparable supplies of natural gas from other producers.

We may face increased competition in the future.

We face competition for well connections.

• Carrera Gas Company; Copano Energy, LLC; DCP Midstream, LLC; Energy Transfer Partners, LP; Enogex, LLC and ONEOK Field Services Company, operate competing gathering systems and processing plants in our Velma service area.

• Access Midstream Partners, LP; DCP Midstream, LLC; Caballo Energy, LLC.; Lumen Midstream Partners, LLC; Mustang Fuel Corporation; ONEOK Field Services Company; SemGas, L. P.; and Superior Pipeline Company, LLC operate competing gathering systems and processing plants in our WestOK service area.

• Crosstex Energy Services; DCP Midstream, LLC; Southern Union Company; Targa Resources Partners; and West Texas Gas, Inc. operate competing gathering systems and processing plants in our WestTX service area.

• Enogex, LLC; MarkWest Energy Partners, L.P.; and Scissor Tail Energy LLC operate competing gathering systems and processing plants in our Arkoma service area.

Some of our competitors have greater financial and other resources than we do. If these companies become more active in our service areas, we may not be able to compete successfully with them in securing new well connections or retaining current well connections. If we do not compete successfully, the amount of natural gas we gather and process will decrease, reducing our gross margin and cash flow.

The amount of natural gas we gather or process may be reduced if the intrastate and interstate pipelines to which we deliver natural gas or NGLs cannot or will not accept the gas.

Our gathering systems principally serve as intermediate transportation facilities between wells connected to our systems and the intrastate or interstate pipelines to which we deliver natural gas. Our plant tailgate pipelines, including the Driver Residue Pipeline, provide essential links between our processing plants and intrastate and interstate pipelines that move natural gas to market. We deliver NGLs to intrastate or interstate pipelines at the tailgates of the plants. If one or more of the pipelines or fractionation facilities to which we deliver natural gas and NGLs has service interruptions, capacity limitations or otherwise cannot or do not accept natural gas or NGLs from us, and we cannot arrange for delivery to other pipelines or fractionation facilities, the amount of natural gas we gather and process may be reduced. Since our revenues depend upon the volumes of natural gas we gather and natural gas and NGLs we sell or transport, this could result in a material reduction in our gross margin and cash flow.

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Failure of the natural gas or NGLs we deliver to meet the specifications of interconnecting pipelines could result in curtailments by the pipelines.

The pipelines to which we deliver natural gas and NGLs typically establish specifications for the products they are willing to accept. These specifications include requirements such as hydrocarbon dew point, compositions, temperature, and foreign content (such as water, sulfur, carbon dioxide, and hydrogen sulfide), and these specifications can vary by product or pipeline. If the total mix of a product that we deliver to a pipeline fails to meet the applicable product quality specifications, the pipeline may refuse to accept all or a part of the products scheduled for delivery to it or may invoice us for the costs to handle the out-of-specification products. In those circumstances, we may be required to find alternative markets for that product or to shut-in the producers of the non-conforming natural gas causing the products to be out of specification, potentially reducing our through-put volumes or revenues.

The success of our operations depends upon our ability to continually find and contract for new sources of natural gas supply.

Our agreements with most producers with which we do business generally do not require them to dedicate significant amounts of undeveloped acreage to our systems. While we do have some undeveloped acreage dedicated on our systems, most notably with our partner Pioneer on our WestTX system, we do not have assured sources to provide us with new wells to connect to our gathering systems. Failure to connect new wells to our operations, as described in “—The amount of natural gas we gather will decline over time unless we are able to attract new wells to connect to our gathering systems,” above, could reduce our gross margin and cash flow.

If we are unable to obtain new rights-of-way or the cost of renewing existing rights-of-way increases, our cash flow could be reduced.

We do not own all the land on which our pipelines are constructed. We obtain the rights to construct and operate our pipelines on land owned by third parties. In some cases, these rights expire at a specified time. Therefore we are subject to the possibility of more onerous terms or increased costs to retain necessary land use if we do not have valid rights-of-way or if such rights-of-way lapse or terminate. Our loss of these rights, through our inability to renew right-of-way contracts or otherwise, could have a material adverse effect on our business, results of operations and financial condition. We may be unable to obtain rights-of-way to connect new natural gas supplies to our existing gathering lines or capitalize on other attractive expansion opportunities. If the cost of obtaining new rights-of-way or renewing existing rights-of-way increases, then our cash flow could be reduced.

The scope and costs of the risks involved in making acquisitions may prove greater than estimated at the time of the acquisition.

Any acquisition, including our recent Cardinal Acquisition (see “Summary — Recent Developments”), involves potential risks, including, among other things:

• the risk that reserves expected to support the acquired assets may not be of the anticipated magnitude or may not be developed as anticipated;

• mistaken assumptions about revenues and costs, including synergies;

• significant increases in our indebtedness and working capital requirements;

• delays in obtaining any required regulatory approvals or third party consents;

• the imposition of conditions on any acquisition by a regulatory authority;

• an inability to integrate successfully or timely the businesses we acquire;

• the assumption of unknown liabilities;

• limitations on rights to indemnity from the seller;

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• the diversion of management’s attention from other business concerns;

• increased demands on existing personnel;

• customer or key employee losses at the acquired businesses; and

• the failure to realize expected growth or profitability.

The scope and cost of these risks may ultimately be materially greater than estimated at the time of the acquisition. Further, our future acquisition costs may be higher than those we have achieved historically. Any of these factors could adversely impact our future growth and our ability to make or increase distributions.

We may be unsuccessful in integrating the operations from the Cardinal Acquisition, or any future acquisitions, with our operations and in realizing all the anticipated benefits of these acquisitions.

We continue to have an active, on-going program to identify potential acquisitions. Our integration of the operations acquired through the Cardinal Acquisition (see “Summary — Recent Developments”), or other previously independent operations, with our own can be a complex, costly and time-consuming process. The difficulties of combining these systems with existing systems include, among other things:

• operating a significantly larger combined entity;

• the necessity of coordinating geographically disparate organizations, systems and facilities;

• integrating personnel with diverse business backgrounds and organizational cultures;

• consolidating operational and administrative functions;

• integrating pipeline safety-related records and procedures;

• integrating internal controls, compliance under Sarbanes-Oxley Act of 2002 and other corporate governance matters;

• the diversion of management’s attention from other business concerns;

• customer or key employee loss from the acquired businesses;

• a significant increase in our indebtedness; and

• potential environmental or regulatory liabilities and title problems.

Our investment and the additional overhead costs we incur to grow our business may not deliver the expected incremental volume or cash flow. Costs incurred and liabilities assumed in connection with the acquisition and increased capital expenditures and overhead costs incurred to expand our operations could harm our business or future prospects, and result in significant decreases in our gross margin and cash flow.

Our construction of new assets may not result in revenue increases and is subject to regulatory, environmental, political, legal and economic risks, which could impair our results of operations and financial condition.

We are actively growing our business through the construction of new assets. The construction of additions or modifications to our existing systems and facilities, and the construction of new assets, involve numerous regulatory, environmental, political and legal uncertainties beyond our control and require the expenditure of significant amounts of capital. Any projects we undertake may not be completed on schedule, at the budgeted cost or at all. Moreover, our revenues may not increase immediately upon the expenditure of funds on a particular project. For instance, if we expand a gathering system, the construction may occur over an extended period of time, and we will not receive any material increase in revenues until the project is completed. Moreover, we are constructing facilities to capture anticipated future growth in production in a region in which

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growth may not materialize. Since we are not engaged in the exploration for, and development of, natural gas reserves, we often do not have access to estimates of potential reserves in an area before constructing facilities in the area. To the extent we rely on estimates of future production in our decision to construct additions to our systems, the estimates may prove to be inaccurate because there are numerous uncertainties inherent in estimating quantities of future production. As a result, new facilities may not be able to attract enough throughput to achieve our expected investment return, which could impair our results of operations and financial condition. In addition, our actual revenues from a project could materially differ from expectations as a result of the volatility in the price of natural gas, the NGL content of the natural gas processed and other economic factors described in this section.

We continue to expand the natural gas gathering systems surrounding our facilities in order to maximize plant throughput. In addition to the risks discussed above, expected incremental revenue from recent projects could be reduced or delayed due to the following reasons:

• difficulties in obtaining capital for additional construction and operating costs;

• difficulties in obtaining permits or other regulatory or third-party consents;

• additional construction and operating costs exceeding budget estimates;

• revenue being less than expected due to lower commodity prices or lower demand;

• difficulties in obtaining consistent supplies of natural gas; and

• terms in operating agreements that are not favorable to us.

We may not be able to execute our growth strategy successfully.

Our strategy contemplates substantial growth through both the acquisition of other gathering systems and processing assets and the expansion of our existing gathering systems and processing assets. Our growth strategy through acquisitions involves numerous risks, including:

• we may not be able to identify suitable acquisition candidates;

• we may not be able to make acquisitions on economically acceptable terms for various reasons, including limitations on access to capital and increased competition for a limited pool of suitable assets;

• our costs in seeking to make acquisitions may be material, even if we cannot complete any acquisition we have pursued;

• irrespective of estimates at the time we make an acquisition, the acquisition may prove to be dilutive to earnings and operating surplus;

• we may encounter delays in receiving regulatory approvals or may receive approvals that are subject to material conditions;

• we may encounter difficulties in integrating operations and systems; and

• any additional debt we incur to finance an acquisition may impair our ability to service our existing debt.

Limitations on our access to capital or the market for our common units could impair our ability to execute our growth strategy.

Our ability to raise capital for acquisitions and other capital expenditures depends upon ready access to the capital markets. Historically, we have financed our acquisitions and expansions through bank credit facilities and the proceeds of public and private debt and equity offerings. If we are unable to access the capital markets, we may be unable to execute our growth strategy.

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Our debt levels and restrictions in our revolving credit facility and the indentures governing our senior notes could limit our ability to fund operations and pay required debt service.

We have a significant amount of debt. We will need a substantial portion of our cash flow to make principal and interest payments on our indebtedness, which will reduce the funds that would otherwise be available for operations and future business opportunities. If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing or delaying business activities, acquisitions, investments and/or capital expenditures; selling assets; restructuring or refinancing our indebtedness; or seeking additional equity capital or bankruptcy protection. We may not be able to affect any of these remedies on satisfactory terms, or at all.

Our revolving credit facility and the indentures governing our senior notes contain covenants limiting the ability to incur indebtedness, grant liens, engage in transactions with affiliates and make distributions to unitholders. Our revolving credit facility also contains covenants requiring us to maintain certain financial ratios.

Increases in interest rates could adversely affect our unit price.

Credit markets recently have experienced record lows in interest rates. Interest rates on future credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase. As with other yield-oriented securities, our unit price is impacted by the level of our cash distributions and implied distribution yield. The distribution yield is often used by investors to compare and rank related yield-oriented securities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our units. A rising interest rate environment could have an adverse impact on our unit price and our ability to issue additional equity or to incur debt to make acquisitions or for other purposes and could impact our ability to make cash distributions.

Regulation of our gathering operations could increase our operating costs; decrease our revenue; or both.

Our gathering and processing of natural gas is exempt from regulation by FERC, under the Natural Gas Act of 1938. While gas transmission activities conducted through our plant tailgate pipelines, such as the Driver Residue Pipeline, are subject to FERC’s Natural Gas Act jurisdiction, FERC may limit the extent to which it regulates those activities. The way we operate, the implementation of new laws or policies (including changed interpretations of existing laws) or a change in facts relating to our plant tailgate pipeline operations could subject our operations to more extensive regulation by FERC under the Natural Gas Act, the Natural Gas Policy Act, or other laws. Any such regulation could increase our costs; decrease our gross margin and cash flow, or both.

Even if our gathering and processing of natural gas is not generally subject to regulation under the Natural Gas Act, FERC regulation will still affect our business and the market for our products. FERC’s policies and practices affect a range of natural gas pipeline activities, including, for example, its policies on interstate natural gas pipeline open access transportation, ratemaking, capacity release, environmental protection and market center promotion, which indirectly affect intrastate markets. FERC has pursued pro-competitive policies in its regulation of interstate natural gas pipelines. We cannot assure you that FERC will continue this approach as it considers matters such as pipeline rates and rules and policies that may affect rights of access to natural gas transportation capacity.

Since federal law generally leaves any economic regulation of natural gas gathering to the states, state and local regulations may also affect our business. Matters subject to such regulation include access, rates, terms of service and safety. For example, our gathering lines are subject to ratable take, common purchaser, and similar statutes in one or more jurisdictions in which we operate. Common purchaser statutes generally require gatherers to purchase without undue discrimination as to source of supply or producer, while ratable take statutes generally require gatherers to take, without discrimination, natural gas production that may be tendered to the gatherer for handling. Kansas, Oklahoma and Texas have adopted complaint-based regulation of natural gas gathering

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activities, which allows natural gas producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to natural gas gathering access and discrimination with respect to rates or terms of service. Should a complaint be filed with the Texas Railroad Commission, Oklahoma Corporation Commission or Kansas Corporation Commission, or should one or more of these agencies become more active in regulating our industry, our revenues could decrease. Collectively, all of these statutes may restrict our right as an owner of gathering facilities to decide with whom we contract to purchase or gather natural gas.

Compliance with pipeline integrity regulations issued by the DOT and state agencies could result in substantial expenditures for testing, repairs and replacement.

DOT and state agency regulations require pipeline operators to develop integrity management programs for transportation pipelines located in “high consequence areas.” The regulations require operators to:

• perform ongoing assessments of pipeline integrity;

• identify and characterize applicable threats to pipeline segments that could impact a high consequence area;

• improve data collection, integration and analysis;

• repair and remediate the pipeline as necessary; and

• implement preventative and mitigating actions.

While we do not believe that the cost of implementing integrity management program testing along segments of our pipeline will have a material effect on our results of operations, the costs of any repair, remediation, preventative or mitigating actions that may be determined to be necessary as a result of the testing program could be substantial.

Our midstream natural gas operations could incur significant costs if PHMSA adopts more stringent regulations governing our business.

On January 3, 2012, the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011, or the “Act,” was signed into law. The Act directs the Secretary of Transportation to undertake a number of reviews, studies and reports, some of which may result in natural gas and hazardous liquids pipeline safety rulemakings. These rulemakings will be conducted by PHMSA.

Since passage of the Act, PHMSA has published several notices of proposed rulemaking which propose a number of changes to regulations governing the safety of gas transmission pipelines, gathering lines and related facilities, including increased safety requirements and increased penalties.

The adoption of regulations that apply more comprehensive or stringent safety standards to gathering lines could require us to install new or modified safety controls, incur additional capital expenditures, or conduct maintenance programs on an accelerated basis. Such requirements could result in our incurrence of increased operational costs that could be significant; or if we fail to, or are unable to, comply, we may be subject to administrative, civil and criminal enforcement actions, including assessment of monetary penalties or suspension of operations, which could have a material adverse effect on our financial position or results of operations and our ability to make distributions to our unitholders.

Our midstream natural gas operations may incur significant costs and liabilities resulting from a failure to comply with new or existing environmental regulations or a release of regulated materials into the environment by us or the producers in our service areas.

The operations of our gathering systems, plants and other facilities, as well as the operations of the producers in our service areas, are subject to stringent and complex federal, state and local environmental laws

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and regulations. These laws and regulations can restrict or impact our business activities in many ways, including restricting the manner in which we, and our producers, dispose of substances, requiring remedial action to remove or mitigate contamination, and requiring capital expenditures to comply with control requirements. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, increased cost of operations, the imposition of remedial requirements, and the issuance of orders enjoining future operations. Certain environmental statutes impose strict joint and several liability for costs required to clean up and restore sites where substances and wastes have been disposed or otherwise released. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of regulated substances or wastes into the environment.

There is inherent risk of the incurrence of environmental costs and liabilities in our business due to our handling of natural gas and other petroleum products, air emissions related to our operations, historical industry operations including releases of regulated substances into the environment, and waste disposal practices. For example, an accidental release from one of our pipelines or processing facilities could subject us to substantial liabilities arising from (1) environmental cleanup, restoration costs and natural resource damages; (2) claims made by neighboring landowners and other third parties for personal injury and property damage; and (3) fines or penalties for related violations of environmental laws or regulations. Moreover, the possibility exists that stricter laws, regulations or enforcement policies, including those relating to emissions from production, processing and transmission activities, could significantly increase our compliance costs and the cost of any remediation that may become necessary. Producers in our service areas may curtail or abandon exploration and production activities if any of these regulations cause their operations to become uneconomical. We may not be able to recover some or any of these costs from insurance.

Climate change legislation or regulations restricting emissions of greenhouse gases (“GHGs”) could result in increased operating costs and reduced demand for our midstream services.

In response to findings that emissions of carbon dioxide, methane, and other GHGs present an endangerment to public health and the environment because emissions of such gases are contributing to the warming of the earth’s atmosphere and other climate changes, the EPA adopted regulations under existing provisions of the federal Clean Air Act that require entities that produce certain gases to inventory, monitor and report such gases. Additionally, the EPA adopted rules to regulate GHG emissions through traditional major source construction and operating permit programs. The EPA confirmed the permitting thresholds established in a 2010 rule in July 2012. These permitting programs require consideration of and, if deemed necessary, implementation of best available control technology to reduce GHG emissions. As a result, our operations could face additional costs for emissions control and higher costs of doing business.

Litigation or governmental regulation relating to environmental protection and operational safety may result in substantial costs and liabilities.

Our operations are subject to federal and state environmental laws under which owners of natural gas pipelines can be liable for clean-up costs and fines in connection with any pollution caused by their pipelines. We may also be held liable for clean-up costs resulting from pollution that occurred before our acquisition of a gathering system. In addition, we are subject to federal and state safety laws that dictate the type of pipeline, quality of pipe protection, depth of pipelines, methods of welding and other construction-related standards. Any violation of environmental, construction or safety laws could impose substantial liabilities and costs on us.

We are also subject to the requirements of OSHA, and comparable state statutes. Any violation of OSHA could impose substantial costs on us.

Oil and gas operators can be impacted by litigation brought against the agencies which regulate the oil and industry. The outcomes of such activities can impact our operations. For example, the Center for Biological

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Diversity (“CBD”) recently notified the U.S. Army Corp of Engineers (the “Corp”) of its intent to file a lawsuit to challenge the Corp’s administration of the Nationwide Permit (“NWP”) program, a program used by the oil and gas industry to permit pipeline construction projects. Unless the Corp acts to correct alleged Endangered Species Act violations, the CBD has threatened further litigation to immediately suspend the NWP program.

We cannot predict whether or in what form any new litigation or regulatory requirements might be enacted or adopted, nor can we predict our costs of compliance. In general, we expect new regulations would increase our operating costs and, possibly, require us to obtain additional capital to pay for improvements or other compliance actions necessitated by those regulations.

We are subject to operating and litigation risks that may not be covered by insurance.

Our operations are subject to all operating hazards and risks incidental to gathering, processing and treating natural gas and NGLs. These hazards include:

• damage to pipelines, plants, related equipment and surrounding properties caused by floods and other natural disasters;

• inadvertent damage from construction and farm equipment;

• leakage of natural gas, NGLs and other hydrocarbons;

• fires and explosions;

• other hazards, including those associated with high-sulfur content, or sour gas, that could also result in personal injury and loss of life, pollution and suspension of operations; and

• acts of terrorism directed at our pipeline infrastructure, production facilities and surrounding properties.

As a result, we may be a defendant in various legal proceedings and litigation arising from our operations. We may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for some of our insurance policies have increased substantially, and could escalate further. In some instances, insurance could become unavailable or available only for reduced amounts of coverage. For example, insurance carriers are now requiring broad exclusions for losses due to war risk and terrorist acts. If we were to incur a significant liability, for which we were not fully insured, our gross margin and cash flow would be materially reduced.

The loss of key personnel could adversely affect our ability to operate.

Our ability to manage and grow our business effectively may be adversely affected if we lose key management or operational personnel. We depend on the continuing efforts of our general partner’s executive officers. The departure of any of these executive officers could have a significant negative impact on our business, operating results, financial condition, and on our ability to compete effectively in the marketplace. Additionally, our ability to hire, train, and retain qualified personnel will continue to be important and will become more challenging as we grow. Our ability to grow and to continue our current level of service to our customers will be adversely impacted if we are unable to successfully hire, train and retain these important personnel.

Catastrophic weather events may curtail operations at, or cause closure of, any of our processing plants, which could harm our business.

Our assets and operations can be adversely affected by hurricanes, floods, earthquakes, tornadoes and other natural phenomena and weather conditions, including extreme temperatures. If operations at any of our processing plants were to be curtailed, or closed, whether due to natural catastrophe, accident, environmental regulation, periodic maintenance, or for any other reason, our ability to process natural gas from the relevant

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gathering system and, as a result, our ability to extract and sell NGLs, would be harmed. If this curtailment or stoppage were to extend for more than a short period, our gross margin and cash flow could be materially reduced.

The threat of terrorist attacks has resulted in increased costs, and future war or risk of war may adversely impact our results of operations and our ability to raise capital.

Terrorist attacks or the threat of terrorist attacks cause instability in the global financial markets and other industries, including the energy industry. Infrastructure facilities, including pipelines, production facilities, and transmission and distribution facilities, could be direct targets, or indirect casualties, of an act of terror. Our insurance policies generally exclude acts of terrorism. Such insurance is not available at what we believe to be acceptable pricing levels.

Risks Relating to Our Ownership Structure

ATLS and its affiliates have conflicts of interest and limited fiduciary responsibilities, which may permit it to favor its own interests to the detriment of our unitholders.

ATLS owns and controls our general partner and also has a 7.4% limited partner interest in us. We do not have any employees and rely solely on employees of ATLS and its affiliates, who serve as our agents, including all of the senior managers who operate our business. A number of officers and employees of ATLS also own interests in us. Conflicts of interest may arise between ATLS, our general partner and its affiliates, on the one hand, and us, on the other hand. As a result of these conflicts, our general partner may favor its own interests and the interests of its affiliates over our interests and the interests of our unitholders. These conflicts include, among others, the following situations:

• Employees of ATLS who provide services to us also devote time to the businesses of ATLS in which we have no economic interest. If these separate activities are greater than our activities, there could be material competition for the time and effort of the employees who provide services to our general partner, which could result in insufficient attention to the management and operation of our business.

• Neither our partnership agreement nor any other agreement requires ATLS to pursue a future business strategy that favors us or to use our gathering or processing services. ATLS’ directors and officers have a fiduciary duty to make these decisions in the best interests of the unitholders of ATLS.

• Our general partner is allowed to take into account the interests of parties other than us, such as ATLS, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to us.

• Our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates.

Conflicts of interest with ATLS and its affiliates, including the foregoing factors, could exacerbate periods of lower or declining performance, or otherwise reduce our gross margin and cash flow.

Cost reimbursements due to our general partner may be substantial.

We reimburse ATLS, our general partner and its affiliates, including officers and directors of ATLS, for all expenses they incur on our behalf. Our general partner has sole discretion to determine the amount of these expenses. In addition, ATLS provides us with services for which we are charged reasonable fees as determined by ATLS in its sole discretion. The reimbursement of expenses or payment of fees could adversely affect our ability to fund our operations and pay required debt service.

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Our control of the WestOK and WestTX systems is limited by provisions of the limited liability company operating agreements with Anadarko and, with respect to the WestTX system, the operation and expansion agreement with Pioneer. Our control of Centrahoma is limited by provisions of the joint venture agreement with MarkWest.

The managing member of each of the limited liability companies, which owns the interests in the WestOK and WestTX systems, is our subsidiary. However, the consent of Anadarko is required for specified extraordinary transactions, such as admission of new members, engaging in transactions with our affiliates not approved by the company conflicts committee, incurring debt outside the ordinary course of business and disposing of company assets above specified thresholds. The WestTX system is also governed by an operation and expansion agreement with Pioneer, which gives system owners having at least a 60% interest in the system the right to approve the annual operating budget and capital investment budget and to impose other limitations on the operation of the system. Thus, a holder of a greater than 40% interest in the system would effectively have a veto right over the operation of the system. Pioneer currently owns an approximate 27% interest in the system.

Similarly, we own a 60% interest in Centrahoma. The consent of MarkWest, which owns a 40% interest, will be required for specified transactions, such as approving expenses in excess of $100,000; approving any expansion proposals; modifying, amending or terminating certain gas processing and facilities operating agreements; entering into any new gas processing agreements that materially differ from its existing gas processing agreements; approving contracts between Centrahoma and us or any of our subsidiaries; amending the limited liability company operating agreement; and authorizing any acts that are not in the ordinary course of business of Centrahoma. Thus, while we own a majority interest in Centrahoma, MarkWest will effectively have a veto right over most operations of Centrahoma.

We have a non-controlling interest in the TEAK Joint Ventures and may have limited ability to influence significant business decisions affecting these entities.

In connection with the TEAK Acquisition, we acquired a 75% interest in T2 LaSalle Gathering Company LLC and a 50% interest in each of T2 Eagle Ford Gathering Company LLC and T2 EF Cogeneration Holdings LLC. The TEAK Joint Ventures are operated by TexStar Midstream Services, LP (“TexStar”), the partner of these joint ventures. Control of the TEAK Joint Ventures is limited by the limited liability company operating agreements and other operations agreements governing the joint ventures. The limited liability company operating agreement of each TEAK Joint Venture provides that each company will be managed by a managing committee, which must approve by majority vote all business affairs of the company, including the incurrence of certain expenses, entry into material contracts, approval of budgets and capital expenditures and amendments to each respective company’s organizational documents. As we can appoint only 50% of the members of each managing committee, TexStar has equal vote over the operations of the TEAK Joint Ventures. As the operator of the TEAK Joint Ventures, TexStar has control of the daily operations with the ability to make decisions within a given range of the agreed upon budget.

We own a non-controlling interest in WTLPG and may have limited ability to influence significant business decisions affecting this entity.

We have a 20% non-controlling ownership interest in WTLPG, which means we have limited ability to influence the business decisions of this entity. In addition, we may be unable to control the amount of cash we will receive from the operation of WTLPG and we could be required to contribute significant cash to fund our share of their operations, which could adversely affect our ability to distribute cash to our unitholders.

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SELECTED HISTORICAL FINANCIAL DATA

The following table should be read together with, and is qualified in its entirety by reference to, our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere or incorporated by reference in this prospectus. We have derived the selected financial data set forth in the table for the six months ended June 30, 2013 and 2012 from our unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, which has been incorporated by reference in this prospectus. We have derived the selected financial data set forth in the table for each of the years ended December 31, 2012, 2011 and 2010 and at December 31, 2012 and 2011 from our consolidated financial statements incorporated by reference in this prospectus, which have been audited by Grant Thornton LLP, independent registered public accounting firm. We derived the financial data for the years ended December 31, 2009 and 2008 from our consolidated financial statements, which were audited by Grant Thornton LLP.

	Six Months Ended June 30,					Years Ended December 31,
	2013		2012			2012			2011			2010			2009			2008
						(in thousands)
Statements of operations data:
Revenue:
Natural gas and liquids sales		$875,078	$	528,026		$	1,137,261		$	1,268,195		$	890,048		$	636,231		$	1,078,714
Transportation, processing and other fees		73,031		27,559			66,722			43,799			41,093			59,075			87,442
Derivative gain (loss)		15,024		55,812			31,940			(20,452	)		(5,945	)		(35,815	)		29,741
Other income, net		5,718		5,003			10,097			11,192			10,392			13,114			6,844
Total revenues		968,851		616,400			1,246,020			1,302,734			935,588			672,605			1,202,741
Costs and expenses:
Natural gas and liquids cost of sales		749,756		428,208			927,946			1,047,025			720,215			527,730			900,460
Plant operating		45,418		28,481			60,480			54,686			48,670			45,566			47,371
Transportation and compression		1,211		476			1,618			833			1,061			6,657			11,249
General and administrative(1)		26,344		20,390			47,206			36,357			34,021			37,280			(2,933	)
Other costs		18,900		195			15,069			1,040
Depreciation and amortization		76,841		42,554			90,029			77,435			74,897			75,684			71,764
Goodwill and other asset impairment loss		—		—			—			—			—			10,325			615,724
Interest		41,267		17,977			41,760			31,603			87,273			101,309			87,422
Total costs and expenses		959,737		537,891			1,184,108			1,248,979			966,137			804,551			1,731,057
Equity income in joint venture		1,568		2,813			6,323			5,025			4,920			4,043			—
Gain (loss) on asset sales and other(2)		(1,519)		—			—			256,272			(10,729	)		108,947			—
Gain (loss) on early extinguishment of debt		(26,601)		—			—			(19,574	)		(4,359	)		(2,478	)		17,420
Income (loss) from continuing operations before tax		(17,438)		81,322			68,235			295,478			(40,717	)		(21,434	)		(510,896	)
Income tax expense		(37)		—			176
Income (loss) from continuing operations		(17,401)		81,322			68,059			295,478			(40,717	)		(21,434	)		(510,896	)
Income (loss) from discontinued operations net of tax		—		—			—			(81	)		321,155			84,148			(93,802	)
Net income (loss)		(17,401)		81,322			68,059			295,397			280,438			62,714			(604,698	)
(Income) loss attributable to non-controlling interests(3)		(3,179)		(2,597	)		(6,010	)		(6,200	)		(4,738	)		(3,176	)		22,781
Preferred unit imputed dividend cost		(6,729)		—			—			—			—			—			(505	)
Preferred unit dividends		(5,341)		—			—			(389	)		(780	)		(900	)		(1,769	)
Net income (loss) attributable to common limited partners and the General Partner		$(32,650)	$	78,725		$	62,049		$	288,808		$	274,920		$	58,638		$	(584,191	)

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	Six Months Ended June 30,						Years Ended December 31,
	2013			2012			2012			2011			2010			2009			2008
							(in thousands, except per unit data)
Allocation of net income (loss) attributable to:
Common limited partner interest:
Continuing operations	$	(39,614	)	$	74,237		$	52,391		$	281,449		$	(45,347	)	$	(24,997	)	$	(503,533	)
Discontinued operations		—			—			—			(79	)		315,021			82,457			(91,917	)
		(39,614	)		74,237			52,391			281,370			269,674			57,460			(595,450	)
General Partner interest:
Continuing operations		6,964			4,488			9,658			7,440			(888	)		(513	)		13,144
Discontinued operations		—			—			—			(2	)		6,134			1,691			(1,885	)
		6,964			4,488			9,658			7,438			5,246			1,178			11,259
Net income (loss) attributable to:
Continuing operations		(32,650	)		78,725			62,049			288,889			(46,235	)		(25,510	)		(490,389	)
Discontinued operations		—			—			—			(81	)		321,155			84,148			(93,802	)
	$	(32,650	)	$	78,725		$	62,049		$	288,808		$	274,920		$	58,638		$	(584,191	)
Net income (loss) attributable to common limited partners per unit:
Basic:
Continuing operations	$	(0.57	)	$	1.37		$	0.95		$	5.22		$	(0.85	)	$	(0.52	)	$	(11.80	)
Discontinued operations		—			—			—			—			5.92			1.71			(2.16	)
	$	(0.57	)	$	1.37		$	0.95		$	5.22		$	5.07		$	1.19		$	(13.96	)
Diluted(4):
Continuing operations	$	(0.57	)	$	1.37		$	0.95		$	5.22		$	(0.85	)	$	(0.52	)	$	(11.80	)
Discontinued operations		—			—			—			—			5.92			1.71			(2.16	)
	$	(0.57	)	$	1.37		$	0.95		$	5.22		$	5.07		$	1.19		$	(13.96	)
Balance sheet data (at period end):
Property, plant and equipment, net	$	2,623,078		$	1,705,034		$	2,200,381		$	1,567,828		$	1,341,002		$	1,327,704		$	1,415,517
Total assets		4,304,174			2,100,402			3,065,638			1,930,812			1,764,848			2,137,963			2,413,196
Total debt, including current portion		1,635,819			712,973			1,179,918			524,140			565,974			1,254,183			1,493,427
Total equity		2,322,161			1,258,551			1,606,408			1,236,228			1,041,647			723,527			650,842
Cash flow data:
Net cash provided by (used in):
Operating activities	$	65,721		$	64,531		$	174,638		$	102,867		$	106,427		$	55,853		$	(59,194	)
Investing activities		(1,216,244	)		(182,827	)		(1,006,641	)		67,763			594,753			241,123			(292,944	)
Financing activities		1,168,206			118,385			835,233			(170,626	)		(702,037	)		(297,400	)		341,242
Maintenance capital expenditures	$	7,703		$	8,510		$	19,021		$	18,247		$	10,921		$	3,750		$	4,787
Expansion capital expenditures		208,006			137,878			354,512			227,179			35,715			106,524			176,869
Total capital expenditures	$	215,709		$	146,388		$	373,533		$	245,426		$	46,636		$	110,274		$	181,656

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	Six Months Ended June 30,				Years Ended December 31,
	2013		2012		2012		2011		2010		2009		2008
Operating data (unaudited):
Velma system:
Gathered gas volume (MCFD)		135,276		132,888		128,548		103,328		84,455		76,378		63,196
Processed gas volume (MCFD)		129,058		125,987		114,421		98,126		78,606		73,940		60,147
Residue Gas volume (MCFD)		106,888		103,380		100,711		80,330		64,138		58,350		47,497
NGL volume (BPD)		15,105		13,931		13,850		11,433		9,218		8,232		6,689
Condensate volume (BPD)		394		499		409		423		416		377		280
WestOK system:
Gathered gas volume (MCFD)		479,577		315,787		369,035		268,329		228,684		270,703		276,715
Processed gas volume (MCFD)		454,628		297,529		348,041		254,394		214,695		215,374		245,592
Residue Gas volume (MCFD)		420,815		271,582		322,751		230,907		193,200		228,261		239,498
NGL volume (BPD)		19,258		14,220		14,505		13,635		12,395		13,418		13,263
Condensate volume (BPD)		1,959		1,307		1,360		898		697		824		791
WestTX system(5):
Gathered gas volume (MCFD)		332,829		256,867		275,946		212,775		178,111		159,568		144,081
Processed gas volume (MCFD)		297,220		233,359		249,221		196,412		163,475		149,656		135,496
Residue Gas volume (MCFD)		219,889		162,308		179,539		133,857		105,982		101,788		92,019
NGL volume (BPD)		36,591		32,928		32,314		29,052		26,678		21,261		19,538
Condensate volume (BPD)		1,516		1,440		1,524		1,500		1,289		1,265		1,142
Arkoma system(5):
Gathered gas volume (MCFD)		272,047		—		—		—		—		—		—
Processed gas volume (MCFD)		201,709		—		—		—		—		—		—
Residue Gas volume (MCFD)		208,004		—		—		—		—		—		—
NGL volume (BPD)		22,736		—		—		—		—		—		—
Condensate volume (BPD)		156		—		—		—		—		—		—
SouthTX system:
Gathered gas volume (MCFD)		122,245		—		—		—		—		—		—
Processed gas volume (MCFD)		121,338		—		—		—		—		—		—
Residue Gas volume (MCFD)		96,606		—		—		—		—		—		—
NGL volume (BPD)		15,041		—		—		—		—		—		—
Condensate volume (BPD)		65		—		—		—		—		—		—
Barnett system:
Average throughput volume — (MCFD)		0,737		23,988		22,935		—		—		—		—
Tennessee system:
Average throughput volume — (MCFD)		8,826		8,286		8,487		7,698		8,740		7,907		1,951
WTLPG system(5):
Average throughput volume — (BPD)		248,779		243,013		249,533		229,673		—		—		—

(1) Includes non-cash compensation (income) expense of $7.8 million, $3.9 million, $11.6 million, $3.3 million, $3.5 million, $0.7 million and ($34.0) million for the six months ended June 30, 2013 and 2012 and the years ended December 31, 2012, 2011, 2010, 2009 and 2008, respectively; and includes compensation reimbursement to affiliates.

(2) Represents the gain on sale of assets to Laurel Mountain in 2009 and the gain on sale of our 49% non-controlling interest in Laurel Mountain in 2011.

(3) Represents Anadarko’s non-controlling interest in the operating results of the WestOK and WestTX systems and MarkWest’s non-controlling interest in Centrahoma.

(4) For the six months ended June 30, 2013 approximately 1,011,000 phantom units were excluded from the computation of diluted earnings attributable to common limited partners per unit, because the inclusion of such phantom units would have been anti-dilutive. For the six months ended June 30, 2013 approximately 4,531,000 Class D Preferred Units were excluded from the computation of diluted earnings attributable to common limited partners per unit, because the impact of conversion would have been anti-dilutive. For the years ended December 31, 2010, 2009 and 2008, approximately 300,000, 82,000 and 146,000 phantom units, respectively, were excluded from the computation of diluted earnings attributable to common limited partners per unit because the inclusion of such phantom units would have been anti-dilutive. For the years ended December 31, 2010 and 2009, 75,000 and 100,000 unit options were excluded, respectively, from the computation of diluted

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earnings attributable to common limited partners per unit because the inclusion of such unit options would have been anti-dilutive. For the year ended December 31, 2009, potential common limited partner units issuable upon exercise of our warrants were excluded from computation of diluted net loss attributable to common limited partners as the impact of the conversion would have been anti-dilutive. For the year ended December 31, 2008 potential common limited partner units issuable upon conversion of our $1,000 par value Class A and Class B cumulative convertible preferred limited partner units were excluded from the computation of diluted net income (loss) attributable to common limited partners as the impact of the conversion would have been anti-dilutive.

(5) Operating data for Arkoma, WestTX and WTLPG represent 100% of the operating activity for the respective systems.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the Registration Rights Agreements. We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. In consideration for issuing the exchange notes as contemplated by this prospectus, we will receive in exchange new issue notes in a like principal amount. We will cancel new issue notes surrendered in exchange for the exchange notes in the exchange offer. Accordingly, the issuance of the exchange notes will not result in any change in our outstanding indebtedness.

RATIO OF EARNINGS TO FIXED CHARGES

The table below sets forth the ratios of earnings to fixed charges for us for the periods indicated.

	Six Months Ended June 30,			Years Ended December 31,
	2013		2012	2012		2011		2010			2009			2008
Ratio of earnings to fixed charges(1)		—   (2)	4.3x		2.1x		8.4x		—	(3)		—	(4)		—	(5)
Ratio of earnings to fixed charges and preferred dividends		—  (6)	N/A		2.1x		8.3x		—	(7)		—	(8)		—	(9)

(1) Ratio of earnings to fixed charges means the ratio of income from continuing operations before income taxes and cumulative effect of accounting change, net, and fixed charges to fixed charges, where fixed charges are the interest on indebtedness, amortization of debt expense and estimated interest factor for rentals.

(2) Our earnings were insufficient to cover our fixed charges by $21.9 million for this period.

(3) Our earnings were insufficient to cover our fixed charges by $39.8 million for this period.

(4) Our earnings were insufficient to cover our fixed charges by $26.5 million for this period.

(5) Our earnings were insufficient to cover our fixed charges by $496.7 million for this period.

(6) Our earnings were insufficient to cover our fixed charges and preferred dividends by $27.3 million for this period.

(7) Our earnings were insufficient to cover our fixed charges and preferred dividends by $40.6 million for this period.

(8) Our earnings were insufficient to cover our fixed charges and preferred dividends by $27.4 million for this period.

(9) Our earnings were insufficient to cover our fixed charges and preferred dividends by $499.0 million for this period.

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CAPITALIZATION

The following table sets forth our consolidated capitalization as of June 30, 2013.

You should read the following table in conjunction with our historical consolidated financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere or incorporated by reference in this prospectus.

	As of June 30, 2013
	(In thousands)
Cash and cash equivalents	$	21,081
Total debt:
Senior secured revolving credit facility(1)	$	80,000
Senior unsecured notes		1,554,894
Other		925
Total debt		1,635,819
Partners’ capital:
Preferred limited partners’ interests		409,753
Common limited partners’ interests		1,819,281
General partner’s interests		48,648
Total partners’ capital		2,277,682
Total capitalization	$	3,913,501

(1) As of August 14, 2013, we had $176.0 million outstanding under the existing credit facility, excluding outstanding letters of credit of $0.4 million.

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EXCHANGE OFFER

We sold the new issue notes on September 28, 2012 pursuant to the purchase agreement dated as of September 25, 2012 by and among us and the initial purchasers named therein and on December 20, 2012 pursuant to the purchase agreement dated as of December 6, 2012 by and among us and the initial purchasers named therein. The new issue notes were subsequently offered by the initial purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons pursuant to Regulation S under the Securities Act.

Purpose of the Exchange Offer

We sold the new issue notes in transactions that were exempt from or not subject to the registration requirements under the Securities Act. Accordingly, the new issue notes are subject to transfer restrictions. In general, you may not offer or sell the new issue notes unless either they are registered under the Securities Act or the offer or sale is exempt from or not subject to registration under the Securities Act and applicable state securities laws.

In connection with the sale of the new issue notes, we entered into Registration Rights Agreements with the initial purchasers of the new issue notes. We are offering the exchange notes under this prospectus in an exchange offer for the new issue notes to satisfy our obligations under the Registration Rights Agreements. During the exchange offer period, we will exchange the exchange notes for all new issue notes properly surrendered and not withdrawn before the expiration date. We have registered the exchange notes; the transfer restrictions, registration rights and provisions for additional interest relating to the new issue notes will not apply to the exchange notes.

Resale of Exchange Notes

We have not requested, and do not intend to request, an interpretation by the staff of the SEC with respect to whether the exchange notes may be offered for sale, resold or otherwise transferred by any holder without compliance with the registration and prospectus delivery provisions of the Securities Act. Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, including Exxon Capital Holdings Corp. (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993), we believe that exchange notes may be offered for resale, resold and otherwise transferred by you without further compliance with the registration and prospectus delivery provisions of the Securities Act if:

• you are not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

• such exchange notes are acquired in the ordinary course of your business; and

• you do not intend to participate in a distribution of the exchange notes.

The SEC, however, has not considered the exchange offer for the exchange notes in the context of a no-action letter, and the SEC may not make a similar determination as in the no-action letters issued to these third parties.

If you tender in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes, you

• cannot rely on such interpretations by the SEC staff; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Unless an exemption from registration is otherwise available, any securityholder intending to distribute exchange notes should be covered by an effective registration statement under the Securities Act. The registration

36

statement should contain the selling securityholder’s information required by Item 507 of Regulation S-K under the Securities Act.

This prospectus may be used for an offer to resell, resale or other transfer of exchange notes only as specifically described in this prospectus. If you are a broker-dealer, you may participate in the exchange offer only if you acquired the new issue notes as a result of market-making activities or other trading activities. Each broker-dealer that receives exchange notes for its own account in exchange for new issue notes, where such new issue notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge by way of the letter of transmittal that it will deliver this prospectus in connection with any resale of the exchange notes. Please read the section captioned “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

Subject to the terms and conditions described in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any new issue notes properly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue exchange notes in principal amount equal to the principal amount of new issue notes surrendered in the exchange offer. New issue notes may be tendered only for exchange notes and only in a minimum denomination of $2,000, and thereafter in integral multiples of $1,000.

The exchange offer is not conditioned upon any minimum aggregate principal amount of new issue notes being tendered in the exchange offer.

This prospectus is being sent to DTC, the sole registered holder of the new issue notes, and to all persons that we can identify as beneficial owners of the new issue notes. There will be no fixed record date for determining registered holders of new issue notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the Registration Rights Agreements, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 and the rules and regulations of the SEC. New issue notes whose holders do not tender for exchange in the exchange offer will remain outstanding and continue to accrue interest. These new issue notes will be entitled to the rights and benefits such holders have under the indenture relating to the new issue notes and the Registration Rights Agreements.

We will be deemed to have accepted for exchange properly tendered new issue notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the Registration Rights Agreements. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us.

If you tender new issue notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the letter of transmittal, transfer taxes with respect to the exchange of new issue notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. Please read “— Fees and Expenses” for more details regarding fees and expenses incurred in connection with the exchange offer.

We will return any new issue notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

Expiration Date

The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2013, which is the 21^st business day after the commencement of the exchange offer, unless, in our reasonable discretion, we extend it.

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Extensions, Delays in Acceptance, Termination or Amendment

We expressly reserve the right to delay acceptance of any new issue notes in accordance with Rule 14e-1(c), and extend or terminate this exchange offer and not accept any new issue notes that we have not previously accepted if any of the conditions described below under “—Conditions to the Exchange Offer” have not been satisfied or waived by us. We will notify the exchange agent of any extension by oral notice promptly confirmed in writing or by written notice. We will also notify the holders of the new issue notes by a press release or other public announcement communicated before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date unless applicable laws require us to do otherwise, and we will disclose the number of new issue notes tendered as of the date of the notice.

We also expressly reserve the right to amend the terms of this exchange offer in any manner. If we make any material change, we will promptly disclose this change in a manner reasonably calculated to inform the holders of the new issue notes of the change, including providing public announcement or giving oral or written notice to these holders. A material change in the terms of this exchange offer could include a change in the timing of the exchange offer, a change in the exchange agent and other similar changes in the terms of this exchange offer. If we make any material change to this exchange offer, we will disclose this change by means of a post-effective amendment to the registration statement which includes this prospectus and will distribute an amended or supplemented prospectus to each registered holder of the new issue notes. In addition, we will extend this exchange offer for an additional five to ten business days as required by the Exchange Act, depending on the significance of the amendment, if the exchange offer would otherwise expire during that period. We will promptly notify the exchange agent by oral notice, promptly confirmed in writing, or written notice of any delay in acceptance, extension, termination or amendment of this exchange offer.

Conditions to the Exchange Offer

We will complete this exchange offer only if:

(1) there is no change in the laws and regulations which would reasonably be expected to impair our ability to proceed with this exchange offer;

(2) there is no change in the current interpretation of the staff of the SEC which permits resales of the exchange notes;

(3) there is no stop order issued by the SEC or any state securities authority suspending the effectiveness of the registration statement which includes this prospectus or the qualification of the indenture for our exchange notes under the Trust Indenture Act of 1939 and there are no proceedings initiated or, to our knowledge, threatened for that purpose;

(4) there is no action or proceeding instituted or threatened in any court or before any governmental agency or body that would reasonably be expected to prohibit, prevent or otherwise impair our ability to proceed with this exchange offer; and

(5) we obtain all governmental approvals that we deem in our sole discretion necessary to complete this exchange offer.

These conditions are for our sole benefit. We may assert any one of these conditions regardless of the circumstances giving rise to it and may also waive any one of them, in whole or in part, at any time and from time to time, if we determine in our reasonable discretion that it has not been satisfied, subject to applicable law. Notwithstanding the foregoing, all conditions to the exchange offer must be satisfied or waived before the expiration of this exchange offer. If we waive a condition to this exchange offer, the waiver will be applied equally to all note holders. We will not be deemed to have waived our rights to assert or waive these conditions if we fail at any time to exercise any of them. Each of these rights will be deemed an ongoing right which we may assert at any time and from time to time.

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If we determine that we may terminate this exchange offer because any of these conditions is not satisfied, we may:

(1) refuse to accept and return to their holders any new issue notes that have been tendered;

(2) extend the exchange offer and retain all notes tendered before the expiration date, subject to the rights of the holders of these notes to withdraw their tenders; or

(3) waive any condition that has not been satisfied and accept all properly tendered notes that have not been withdrawn or otherwise amend the terms of this exchange offer in any respect as provided under the section in this prospectus entitled “—Extensions, Delays in Acceptance, Termination or Amendment.”

Procedures for Tendering

To participate in the exchange offer, you must properly tender your new issue notes to the exchange agent as described below. We will only issue exchange notes in exchange for new issue notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the new issue notes, and you should follow carefully the instructions on how to tender your new issue notes. It is your responsibility to properly tender your new issue notes. We have the right to waive any defects. However, we are not required to waive defects, and neither we, nor the exchange agent is required to notify you of defects in your tender.

If you have any questions or need help in exchanging your new issue notes, please call the exchange agent whose address and phone number are described in the letter of transmittal.

We issued all of the new issue notes in book-entry form, and all of the new issue notes are currently represented by global certificates registered in the name of Cede & Co., the nominee of DTC. We have confirmed with DTC that the new issue notes may be tendered using ATOP. The exchange agent will establish an account with DTC for purposes of the exchange offer promptly after the commencement of the exchange offer, and DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer their new issue notes to the exchange agent using the ATOP procedures. In connection with the transfer, DTC will send an “agent’s message” to the exchange agent. The agent’s message will state that DTC has received instructions from the participant to tender new issue notes and that the participant agrees to be bound by the terms of the letter of transmittal.

By using the ATOP procedures to exchange new issue notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.

Guaranteed delivery. There is no procedure for guaranteed late delivery of the new issue notes.

Determinations under the exchange offer. We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered new issue notes and withdrawal of tendered new issue notes. Our determination will be final and binding. We reserve the absolute right to reject any new issue notes not properly tendered or any new issue notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defect, irregularities or conditions of tender as to particular new issue notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of new issue notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of new issue notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of new issue notes will not be deemed made until such defects or irregularities have been cured or waived. Any new issue notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder as soon as practicable following the expiration date of the exchange.

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When we will issue exchange notes. In all cases, we will issue exchange notes for new issue notes that we have accepted for exchange under the exchange offer only after the exchange agent receives, before 5:00 p.m., New York City time, on the expiration date,

• a book-entry confirmation of such new issue notes into the exchange agent’s account at DTC; and

• a properly transmitted agent’s message.

Return of new issue notes not accepted or exchanged. If we do not accept any tendered new issue notes for exchange or if new issue notes are submitted for a greater principal amount than the holder desires to exchange, we will return the unaccepted or non-exchanged new issue notes without charge to their tendering holder. Such non-exchanged new issue notes will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the exchange offer.

Your representations to us. By agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

• any exchange notes that you receive will be acquired in the ordinary course of your business;

• you have no arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

• you are not engaged in and do not intend to engage in the distribution of the exchange notes;

• if you are a broker-dealer that will receive exchange notes for your own account in exchange for new issue notes, you acquired those new issue notes as a result of market-making activities or other trading activities and you will deliver this prospectus, as required by law, in connection with any resale of the exchange notes; and

• you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of ours.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw your tender at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer. For a withdrawal to be effective you must comply with the appropriate ATOP procedures. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with withdrawn new issue notes and otherwise comply with the ATOP procedures.

We will determine all questions as to the validity, form, eligibility and time of receipt of a notice of withdrawal. Our determination shall be final and binding on all parties. We will deem any new issue notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

Any new issue notes that have been tendered for exchange but that are not exchanged for any reason will be credited to an account maintained with DTC for the new issue notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender, expiration or termination of the exchange offer. You may retender properly withdrawn new issue notes by following the procedures described under “— Procedures for Tendering” above at any time on or before the expiration date of the exchange offer.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitation by telephone or in person by our officers and regular employees and those of our affiliates.

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We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

We will pay the cash expenses to be incurred in connection with the exchange offer. They include:

• SEC registration fees;

• fees and expenses of the exchange agent and trustee;

• accounting and legal fees and printing costs; and

• related fees and expenses.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of new issue notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if a transfer tax is imposed for any reason other than the exchange of new issue notes under the exchange offer.

Consequences of Failure to Exchange

If you do not exchange your new issue notes for exchange notes under the exchange offer, the new issue notes you hold will continue to be subject to the existing restrictions on transfer. In general, you may not offer or sell the new issue notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not intend to register new issue notes under the Securities Act unless the Registration Rights Agreements require us to do so.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the new issue notes. This carrying value is the aggregate principal amount of the new issue notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer.

Registration Rights; Additional Interest

If we have not exchanged the exchange notes for all notes validly tendered in accordance with the terms of an exchange offer on or before the 360th day after the original issue date of the notes (September 28, 2012 and December 20, 2012) or, if applicable, a shelf registration statement covering resales of the notes has not been declared effective on or prior to the 90th day after such date, or such shelf registration statement ceases to be effective at any time during the shelf registration period (subject to certain exceptions), then additional interest shall accrue on the principal amount of the notes at a rate of 0.25% per annum for the first 90-day period immediately following such date and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.0% per annum over the interest rate shown on the cover of this prospectus, until the exchange offer is completed, the shelf registration statement is declared effective or, if such shelf registration statement ceases to be effective, again becomes effective or until the second anniversary of the original issue date of the notes, unless such period is extended, as described in the Registration Rights Agreements.

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Other

Participation in the exchange offer is voluntary, and you should consider carefully whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered new issue notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any new issue notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered new issue notes.

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DESCRIPTION OF OTHER INDEBTEDNESS

Existing Credit Facility

At June 30, 2013, we had a $600.0 million senior secured revolving credit facility with a syndicate of banks, which matures in May 2017. Borrowings under the revolving credit facility bear interest, at our option, at either (1) the higher of (a) the prime rate, (b) the federal funds rate plus 0.50% or (c) three-month LIBOR plus 1.0%, or (2) the LIBOR rate for the applicable period (each plus the applicable margin). The weighted average interest rate for borrowings on the revolving credit facility, at June 30, 2013, was 3.2%. Up to $50.0 million of the revolving credit facility may be utilized for letters of credit, of which $0.4 million was outstanding at June 30, 2013. These outstanding letter of credit amounts are not reflected as borrowings on our consolidated balance sheets.

On April 19, 2013, we entered into an amendment to the revolving credit facility in connection with the TEAK Acquisition, pursuant to which, among other administrative modifications:

• The TEAK Acquisition is a Permitted Investment, as defined in the credit agreement;

• The Consolidated Funded Debt Ratio and the Interest Coverage Ratio, as well as the definition for Consolidated EBITDA, as set forth in the credit agreement, have been modified to allow for an Acquisition Period whereby the terms for calculating each of these ratios have been adjusted;

• The payment of cash distributions, if any, on certain Class D preferred units issued by us to provide funding for the TEAK Acquisition is permitted so long as we have a pro forma Minimum Liquidity (as defined in the credit agreement) of greater than or equal to $50 million; and

• Provisions have been added whereby we guarantee obligations of certain of our subsidiaries for purposes of compliance by those subsidiaries with requirements under the Commodity Exchange Act for certain hedging activities undertaken by those subsidiaries.

Borrowings under the revolving credit facility are secured by a lien on and security interest in all our property and that of our subsidiaries, except for the assets owned by the WestOK, WestTX, Centrahoma, the TEAK Joint Ventures and their respective subsidiaries. Borrowings are also secured by the guaranty of each of our consolidated subsidiaries other than these joint venture companies. The revolving credit facility contains customary covenants, including covenants to maintain specified financial ratios, restrictions on our ability to incur additional indebtedness; make certain acquisitions, loans or investments; make distribution payments to our unitholders if an event of default exists; or enter into a merger or sale of assets, including the sale or transfer of interests in our subsidiaries. We are also unable to borrow under our revolving credit facility to pay distributions of available cash to unitholders because such borrowings would not constitute “working capital borrowings” pursuant to our partnership agreement.

The events that constitute an event of default for our revolving credit facility include payment defaults, breaches of representations or covenants contained in the credit agreement, adverse judgments against us in excess of a specified amount, and a change of control of our General Partner. As of June 30, 2013, we were in compliance with all covenants under the revolving credit facility.

8.75% Senior Notes

On January 28, 2013, we commenced a cash tender offer for any and all of the outstanding 8.75% Senior Notes, and a solicitation of consents to eliminate most of the restrictive covenants and certain of the events of default contained in the indenture governing the 8.75% Senior Notes. Approximately $268.4 million aggregate principal amount of the 8.75% Senior Notes (representing approximately 73.4% of the outstanding 8.75% Senior Notes) were validly tendered as of the expiration date of the consent solicitation. On February 11, 2013, we

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accepted for purchase all 8.75% Senior Notes validly tendered as of the expiration of the consent solicitation and entered into a supplemental indenture amending and supplementing the indenture. We also issued a notice to redeem all the 8.75% Senior Notes not purchased in connection with the tender offer on March 12, 2013.

5.875% Senior Notes

On February 11, 2013 we issued $650.0 million of 5.875% Senior Notes in a private placement transaction. The 5.875% Senior Notes were issued at par. We received net proceeds of $637.1 million and utilized such proceeds to redeem the 8.75% Senior Notes and repay a portion of our outstanding indebtedness under our revolving credit facility. The 5.875% Senior Notes are fully and unconditionally guaranteed by our existing restricted subsidiaries (other than Finance Co., WestOk, WestTex, Centrahoma, the TEAK Joint Ventures and their respective subsidiaries) and any future subsidiary that guarantees Atlas’s indebtedness or the indebtedness of any other subsidiary (the “Guarantors”).

The Issuers and the Guarantors also entered into a registration rights agreement with the initial purchasers dated as of February 11, 2013. Under the registration rights agreement, the Issuers and the Guarantors will cause to be filed with the Securities and Exchange Commission a registration statement with respect to an offer to exchange the 5.875% Senior Notes for substantially identical notes that are registered under the Securities Act. The Issuers and the Guarantors will use their commercially reasonable efforts to cause the exchange offer registration statement to become effective under the Securities Act. In addition, the Issuers and the Guarantors will use their commercially reasonable efforts to cause the exchange offer to be consummated not later than 365 days after the issuance of the 5.875% Senior Notes. Under some circumstances, in lieu of, or in addition to, a registered exchange offer, the Issuers and the Guarantors have agreed to file a shelf registration statement with respect to the 5.875% Senior Notes. The Issuers and the Guarantors are required to pay additional interest if they fail to comply with their obligations to register the 5.875% Senior Notes within the specified time periods.

The indenture governing the 5.875% Senior Notes contains covenants, including limitations of our ability to: incur certain liens; engage in sale/leaseback transactions; incur additional indebtedness; declare or pay distributions if an event of default has occurred; redeem, repurchase or retire equity interests or subordinated indebtedness; make certain investments; or merge, consolidate or sell substantially all our assets.

4.75% Senior Notes

On May 7, 2013, we and Finance Co. entered into a purchase agreement with Citigroup Global Markets Inc., as representative of the initial purchasers named therein, for the private issuance under Rule 144A and Regulation S of the Securities Act of $400 million of our 4.75% Senior Notes. The 4.75% Senior Notes are fully and unconditionally guaranteed by our existing restricted subsidiaries (other than Finance Co., WestOK, WestTX, Centrahoma, the TEAK Joint Ventures and their respective subsidiaries) and any future subsidiary that guarantees our indebtedness or the indebtedness of any other subsidiary.

On May 10, 2013, we completed the issuance and sale of the 4.75% Senior Notes and entered into an indenture with Finance Co., the guarantors of the 4.75% Senior Notes and U.S. Bank National Association, as trustee. We also entered into a registration rights agreement pursuant to which we agreed to file with the SEC a registration statement with respect to an offer to exchange the 4.75% Senior Notes for substantially identical notes that are registered under the Securities Act. We also agreed to use reasonable efforts to cause the exchange offer registration statement to become effective under the Securities Act and use reasonable efforts to cause the exchange offer to be consummated not later than 360 days after the issuance of the 4.75% Senior Notes. Under some circumstances, in lieu of, or in addition to, a registered exchange offer, we have agreed to file a shelf registration statement with respect to the 4.75% Senior Notes. We, Finance Co. and the guarantors of the 4.75% Senior Notes are required to pay additional interest if we fail to comply with our obligations to register the 4.75% Senior Notes within the specified time periods.

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DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms in this description under the subheading “— Definitions.” In this description, the word “Issuers” refers to Atlas Pipeline Partners, L.P. and Atlas Pipeline Finance Corporation and not to any of their subsidiaries, any reference to the “Company” refers only to Atlas Pipeline Partners, L.P. and not to any of its subsidiaries and any reference to “Finance Co.” refers to Atlas Pipeline Finance Corporation.

The Issuers will issue the exchange notes under the Indenture dated September 28, 2012 (the “Indenture”) among the Issuers, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “Trust Indenture Act”).

The following description is a summary of the material provisions of the Indenture. We urge you to read the Indenture because it, and not this description, defines your rights as a holder of these notes. Copies of the Indenture are available upon request from the Company and are also filed as exhibits to the registration statement of which this prospectus forms a part.

If the exchange offer is consummated, holders who do not exchange their new issue notes for exchange notes will vote together with the holders of the exchange notes for all relevant purposes under the Indenture. In that regard, the Indenture requires that certain actions by the holders under the Indenture (including acceleration after an Event of Default) must be taken, and certain rights must be exercised, by specified minimum percentages of the aggregate principal amount of all notes issued under the Indenture. In determining whether holders of the requisite percentage in principal amount have given any notice, consent or waiver or taken any other action permitted under the Indenture, any new issue notes that remain outstanding after the exchange offer will be aggregated with the exchange notes, and the holders of these notes and exchange notes will vote together as a single series for all such purposes.

Brief Description of the Notes and the Guarantees

The notes

The notes:

• are general unsecured, senior obligations of the Issuers;

• rank equally in right of payment to any existing and future unsecured senior obligations of either of the Issuers, including the Issuers’ 5.875% Senior Notes due 2023, but are effectively subordinated to all present and future secured obligations of either of the Issuers to the extent of the value of the collateral securing such obligations;

• rank senior in right of payment to any existing and future obligations of either Issuer that are, by their terms, subordinated to the notes;

• are effectively subordinated to all existing and future obligations of the Company’s Subsidiaries that do not guarantee the notes; and

• are fully and unconditionally guaranteed on a senior, unsecured basis by the Subsidiary Guarantors.

The Guarantees

Initially, the notes are guaranteed by our operating company, Atlas Pipeline Operating Partnership, L.P., which we refer to as the “Operating Company” in this description, and by all of our other existing subsidiaries (except Finance Co., APC Acquisition, LLC, WestOk, WestTex, Centrahoma, the TEAK Joint Ventures and their respective subsidiaries).

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Each Guarantee of a Subsidiary Guarantor of these notes:

• is a general unsecured, senior obligation of that Subsidiary Guarantor;

• ranks equally in right of payment to any future unsecured senior obligations of the Subsidiary Guarantor, including the Subsidiary Guarantor’s guarantee of the Issuers’ 5.875% Senior Notes due 2023, but is effectively subordinated to all present and future secured obligations of the Subsidiary Guarantor to the extent of the value of the collateral securing such obligations; and

• ranks senior in right of payment to any existing and future obligations of that Subsidiary Guarantor that are, by their terms, subordinated to its Guarantee.

As a result of the effective subordination described above, in the event of a bankruptcy, liquidation or reorganization of either Issuer, holders of these notes may recover less ratably than secured creditors of the Issuers and the Subsidiary Guarantors and all creditors of the Company’s Subsidiaries that are not Subsidiary Guarantors.

All of our Subsidiaries (except Finance Co., APC Acquisition, LLC, WestOk, WestTex, Centrahoma, the TEAK Joint Ventures and their respective subsidiaries) will be Subsidiary Guarantors and “Restricted Subsidiaries.” Certain Subsidiaries in the future may not be Subsidiary Guarantors. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. Also, under the circumstances described below under the subheading “— Covenants — Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our Subsidiaries as “Unrestricted Subsidiaries.” Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture. Unrestricted Subsidiaries will not guarantee the notes.

Principal, Maturity and Interest

The Indenture will be unlimited in aggregate principal amount. Subject to compliance with the covenant described below under “— Incurrence of Indebtedness and issuance of Disqualified Equity,” we may issue additional notes from time to time under the Indenture. The notes and any additional notes subsequently issued under the Indenture, together with any exchange notes, will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Issuers will issue notes in denominations of $2,000 and integral multiples of $1,000 above such amount. The notes will mature on October 1, 2020.

Interest on the notes accrues at the rate of 6⁵/₈% per annum and is payable semiannually in arrears on April 1 and October 1. The Issuers will make each interest payment to the holders of record of the notes on the immediately preceding March 15 and September 15.

Interest on the notes commenced accruing as of September 28, 2012. Additional interest may accrue on the notes in certain circumstances described under “— Registration Rights; Additional Interest,” and all references to “interest” in this description include any additional interest that may be payable on the notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Registration Rights; Additional Interest

If we have not exchanged the exchange notes for all notes validly tendered in accordance with the terms of an exchange offer on or before the 360th day after the original issue date of the notes (September 28, 2012 and December 20, 2012) or, if applicable, a shelf registration statement covering resales of the notes has not been declared effective on or prior to the 90th day after such date, or such shelf registration statement ceases to be effective at any time during the shelf registration period (subject to certain exceptions), then additional interest shall

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accrue on the principal amount of the notes at a rate of 0.25% per annum for the first 90-day period immediately following such date and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.0% per annum over the interest rate shown on the cover of this prospectus, until the exchange offer is completed, the shelf registration statement is declared effective or, if such shelf registration statement ceases to be effective, again becomes effective or until the second anniversary of the original issue date of the notes, unless such period is extended, as described in the Registration Rights Agreements.

Methods of Receiving Payments on the Notes

If a holder has given wire transfer instructions to the Issuers, the Issuers will make all payments of principal of, premium, if any, and interest on the notes in accordance with those instructions. All other payments on these notes will be made at the office or agency of the Paying Agent within the City and State of New York, unless the Issuers elect to make interest payments by check mailed to the holders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

The Trustee will initially act as paying agent (the “Paying Agent”) and registrar (the “Registrar”). The Issuers may change the Paying Agent or Registrar without prior notice to the holders of the notes, and the Issuers or any of their Subsidiaries may act as Paying Agent or Registrar other than in connection with the discharge or defeasance provisions of the Indenture.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the Indenture. The Registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers are not required to transfer or exchange any note selected for redemption or repurchase (except in the case of a note to be redeemed or repurchased in part, the portion not to be redeemed or repurchased). Also, the Issuers are not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed or between a record date and the next succeeding interest payment date.

The registered holder of a note will be treated as the owner of it for all purposes, and all references in this description to “holders” are to holders of record.

The Guarantees

Initially, all of our Restricted Subsidiaries (except Finance Co., APC Acquisition, LLC, WestOk, WestTex, Centrahoma, the TEAK Joint Ventures and their respective subsidiaries) will guarantee our Obligations under the notes and the Indenture. In the future, our Restricted Subsidiaries will be required to guarantee our Obligations under the notes and the Indenture in the circumstances described below under “Covenants — Additional Subsidiary Guarantees.”

The Subsidiary Guarantors will jointly and severally guarantee on a senior basis the Issuers’ Obligations under the notes. The obligations of each Subsidiary Guarantor under its Guarantee will rank equally in right of payment with other obligations of such Subsidiary Guarantor, except to the extent such other obligations are expressly subordinate to the obligations arising under the Guarantee. However, the notes will be structurally subordinated to the secured obligations of our Subsidiary Guarantors to the extent of the value of the collateral

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securing such obligations. The obligations of each Subsidiary Guarantor under its Guarantee will be limited as necessary to prevent that Guarantee from constituting a fraudulent conveyance under applicable law.

Not all of the Company’s Subsidiaries will Guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer.

A Subsidiary Guarantor may not consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, except the Company or another Subsidiary Guarantor unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) the Person formed by or surviving any such consolidation or merger assumes all the Obligations of that Subsidiary Guarantor pursuant to a supplemental indenture satisfactory to the Trustee, except as provided in the next paragraph.

The Guarantee of a Subsidiary Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the Company applies the Net Proceeds of that sale or other disposition in accordance with the applicable provisions of the Indenture applicable to Asset Sales; or

(2) in connection with any sale or other disposition of all of the Equity Interests of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the Company applies the Net Proceeds of that sale in accordance with the applicable provisions of the Indenture applicable to Asset Sales; or

(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the Indenture; or

(4) upon Legal Defeasance as described below under the caption “— Legal Defeasance and Covenant Defeasance” or upon satisfaction and discharge of the Indenture as described below under the caption “— Satisfaction and Discharge.”

Optional Redemption

Schedule of Redemption Prices

Except as described below, the notes are not redeemable until October 1, 2016. On and after such date, the Issuers may redeem all or, from time to time, a part of the notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and Additional Interest, if any, on the notes to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period beginning on October 1 of the years indicated below:

Year	Percentage
2016		103.313	%
2017		101.656	%
2018 and thereafter		100.000	%

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Make Whole

In addition, before October 1, 2016, the Issuers may redeem all or, from time to time, a part of the notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to:

• 100% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus

• the Make Whole Amount.

“Make Whole Amount” means, with respect to any note at any redemption date, the greater of (A) 1.0% and (B) the excess, if any, of (1) an amount equal to the present value of (a) the redemption price of such note at October 1, 2016 plus (b) the remaining scheduled interest payments on the notes to be redeemed (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date) to October 1, 2016 (other than interest accrued to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (2) the aggregate principal amount of the notes to be redeemed.

“Treasury Rate” means, at the time of computation, the yield to maturity of United States Treasury Securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least two business days prior to the redemption date or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from the redemption date to October 1, 2016; provided, however, that if such period is not equal to the constant maturity of a United States Treasury Security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury Securities for which such yields are given, except that if the period from the redemption date to October 1, 2016 is less than one year, the weekly average yield on actively traded United States Treasury Securities adjusted to a constant maturity of one year shall be used.

The Treasury Rate shall be calculated on the third business day preceding the redemption date. Any weekly average yields calculated by interpolation will be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward.

Equity Offerings

Before October 1, 2015, the Issuers may on any one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings at a redemption price equal to 106.625% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of holders of record on a record date to receive interest due on the relevant interest payment date); provided that:

(1) at least 65% of the aggregate principal amount of notes issued under the Indenture remains outstanding after each such redemption; and

(2) any redemption occurs within 90 days after the closing of such Equity Offering (without regard to any over-allotment option).

Selection and notice

If less than all of the notes are to be redeemed at any time, the Trustee will select notes for redemption as follows:

(1) if the notes are listed, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

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(2) if the notes are not so listed or there are no such requirements, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

No notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address. Notice of any redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder thereof upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption unless the Issuers default in making such redemption payment.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of notes will have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof, provided that no note of an aggregate amount of less than $2,000 shall remain outstanding) of that holder’s notes pursuant to the Change of Control Offer. In the Change of Control Offer, the Issuers will offer a change of control payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest thereon and Additional Interest, if any, to the date of purchase (the “Change of Control Payment Date”), subject to the rights of any holder in whose name a note is registered on a record date occurring prior to the Change of Control Payment Date to receive interest on an interest payment date that is on or prior to such Change of Control Payment Date. Within 30 days following any Change of Control, the Issuers will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering (the “Change of Control Offer”) to repurchase notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of the Indenture by virtue of such conflict.

On the Change of Control Payment Date, the Issuers will, to the extent lawful:

(1) accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the Trustee the notes so accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions thereof being purchased by the Issuers.

The Paying Agent will promptly mail to each holder of notes so tendered the Change of Control Payment for such notes (or, if all the notes are then in global form, make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The

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Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holder of the notes to require that the Issuers repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

The Credit Agreement provides that certain change of control events with respect to the Company would constitute a default under the agreements governing such Indebtedness. Any future credit agreements or other agreements relating to Indebtedness to which the Company becomes a party may contain similar restrictions and provisions. Moreover, the exercise by the holders of their right to require the Issuers to repurchase the notes could cause a default under such Indebtedness, even if the Change of Control does not, due to the financial effect of such a repurchase on the Company. If a Change of Control occurs at a time when the Company is prohibited from purchasing notes, the Company could seek the consent of the lenders of the borrowings containing such prohibition to the purchase of notes or could attempt to refinance such borrowings. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing notes. In such case, the Company’s failure to purchase tendered notes would constitute an Event of Default under the Indenture which would, in turn, in all likelihood constitute a default under such borrowings. Finally, the Issuers’ ability to pay cash to the holders upon a repurchase may be limited by the Company’s then existing financial resources. We cannot assure you that sufficient funds will be available when necessary to make any required repurchases.

Notwithstanding the preceding paragraphs of this covenant, the Issuers will not be required to make a Change of Control Offer upon a Change of Control and a holder will not have the right to require the Issuers to repurchase any notes pursuant to a Change of Control Offer if (i) a third party makes an offer to purchase the notes in the manner, at the times and otherwise in substantial compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer and purchases all notes validly tendered and not withdrawn under such purchase offer or (ii) an irrevocable notice of redemption to purchase all outstanding notes at a purchase price equal to at least 101% of the aggregate principal amount of such notes has been given pursuant to “— Optional Redemption” above, unless and until the Issuers have defaulted in the payment of the applicable redemption price.

A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased by the Issuers pursuant to a Change of Control Offer will have the status of notes issued but not outstanding or will be retired and cancelled, at either of the Issuers’ option. Notes purchased by a third party pursuant to the preceding paragraph will have the status of notes issued and outstanding.

Notwithstanding the foregoing, the Issuers shall not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, they have made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and have purchased all Notes properly tendered in accordance with the terms of such Alternate Offer.

The definition of Change of Control includes a phrase relating to the sale, transfer, lease, conveyance or other disposition of “all or substantially all” of the assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Company to repurchase such notes as a result of a sale, transfer, lease, conveyance or other

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disposition of less than all of the assets of the Company and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) such fair market value is determined in good faith by (a) an executive officer of the General Partner if the value is less than $20.0 million, as evidenced by an officers’ certificate delivered to the Trustee or (b) the Board of Directors of the General Partner if the value is $20.0 million or more, as evidenced by a resolution of such Board of Directors of the General Partner; and

(3) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash:

(i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability; and

(ii) any securities, notes or other Obligations received by the Company or any such Restricted Subsidiary from such transferee that are within 180 days after the Asset Sale converted by such Issuer or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion).

Within 360 days after the receipt of any Net Proceeds from an Asset Sale (or within 90 days after such 360-day period in the event the Company enters into a binding commitment with respect to such application), the Company or a Restricted Subsidiary may apply such Net Proceeds at its option:

(1) to repay secured Indebtedness of the Company and/or its Restricted Subsidiaries and/or to satisfy all mandatory repayment obligations under the Credit Facilities arising by reason of such Asset Sale;

(2) to make a capital expenditure in a Permitted Business;

(3) to acquire other tangible assets that are used or useful in a Permitted Business; or

(4) to acquire all or substantially all of the assets of a Person engaged in a Permitted Business or Equity Interests of a Person engaged in a Permitted Business so long as such Person or the Person to which such assets are transferred is a Restricted Subsidiary.

Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers will make a pro rata offer (an “Asset Sale Offer”) to all holders of notes and, at the option of the issuers, all holders of other Indebtedness that is pari passu with the notes to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds; provided that notes tendered shall be given priority over any such other Indebtedness unless such other Indebtedness contains provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the

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proceeds of sales of assets in which case the notes and such other Indebtedness will be purchased on a pro rata basis. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture, including, without limitation, the repurchase or redemption of Indebtedness of the Issuers or any Subsidiary Guarantor that is subordinated to the notes or, in the case of any Subsidiary Guarantor, the Guarantee of such Subsidiary Guarantor. If the aggregate principal amount of notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds allocated for repurchases of notes pursuant to the Asset Sale Offer for notes, the Trustee shall select the notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such conflict.

Covenants

Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than distributions or dividends payable in Equity Interests of the Company (other than Disqualified Equity) and other than distributions or dividends payable to the Company or a Restricted Subsidiary);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving an Issuer) any Equity Interests of the Company, any of its Restricted Subsidiaries or the General Partner or any other equity holder of the Issuer (other than any such Equity Interests owned by the Company or any of its Restricted Subsidiaries);

(3) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Obligation or Guarantor Subordinated Obligation, except a scheduled payment of principal at the Stated Maturity thereof; or

(4) make any Investment other than a Permitted Investment

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either:

(1) if the Fixed Charge Coverage Ratio for the Company’s four most recent fiscal quarters for which internal financial statements are available is equal to or greater than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries during the quarter in which such Restricted Payment is made, is less than the sum, without duplication, of:

(a) Available Cash from Operating Surplus as of the end of the immediately preceding quarter for which internal financial statements are available at the time of such Restricted Payment, plus

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(b) the aggregate net cash proceeds of any (x) substantially concurrent capital contribution to the Company from any Person (other than a Restricted Subsidiary of the Company) made after June 27, 2008 or (y) substantially concurrent issuance and sale (other than to a Restricted Subsidiary of the Company) made after June 27, 2008 of Equity Interests (other than Disqualified Equity) of the Company or from the issuance or sale (other than to a Restricted Subsidiary of the Company) made after June 27, 2008 of convertible or exchangeable Disqualified Equity or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Disqualified Equity), plus

(c) to the extent that any Restricted Investment that was made after June 27, 2008 is sold for cash or Cash Equivalents or otherwise liquidated or repaid for cash or Cash Equivalents, the lesser of the refund of capital or similar payment made in cash or Cash Equivalents with respect to such Restricted Investment (less the cost of such disposition, if any) and the initial amount of such Restricted Investment (other than to a Restricted Subsidiary of the Company), plus

(d) the net reduction in Restricted Investments resulting from dividends, repayments of loans or advances, or other transfers of assets in each case to the Company or any of its Restricted Subsidiaries from any Person (including, without limitation, Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, to the extent such amounts have not been included in Available Cash from Operating Surplus for any period commencing on or after June 27, 2008 (items (b), (c) and (d) being referred to as “Incremental Funds”), minus

(e) the aggregate amount of Incremental Funds previously expended pursuant to this clause (1) or clause (2) below or to make a Permitted Business Investment; or

(2) if the Fixed Charge Coverage Ratio for the Company’s four most recent fiscal quarters for which internal financial statements are available is less than 1.75 to 1.0, such Restricted Payment (it being understood that the only Restricted Payments permitted to be made pursuant to this clause (2) are distributions on common units of the Company, plus the related distribution on the general partner interest), together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries during the quarter in which such Restricted Payment is made is less than the sum, without duplication, of:

(a) $120.0 million less the aggregate amount of all Restricted Payments made by the Company and its Restricted Subsidiaries pursuant to this clause (2)(a) during the period beginning on the Issue Date and ending on the last day of the fiscal quarter of the Company immediately preceding the date of such Restricted Payment, plus

(b) Incremental Funds to the extent not previously expended pursuant to this clause (2) or clause (1) above.

So long as no Default has occurred and is continuing or would be caused thereby (except with respect to clause (1) below under which the payment of a distribution or dividend is permitted), the preceding provisions will not prohibit:

(1) the payment by the Company or any Restricted Subsidiary of any distribution or dividend or the consummation of any redemption of a Subordinated Obligation pursuant to an irrevocable notice of redemption within 60 days after the date of declaration of such dividend or distribution, or the giving of such irrevocable notice of redemption, if at said date of declaration or the date of such notice of redemption, as applicable, such payment would have complied with the provisions of the Indenture;

(2) the redemption, repurchase, retirement, defeasance or other acquisition of subordinated Indebtedness of the Company or any Subsidiary Guarantor or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of, a substantially concurrent (a) capital contribution to the Company from any Person (other than a Restricted Subsidiary of the Company) or (b) sale (other than to a Restricted Subsidiary of the Company) of Equity Interests (other than Disqualified Equity) of the Company;

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provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded or deducted from the calculation of Available Cash from Operating Surplus and Incremental Funds and from clause 1(b) of the preceding paragraph;

(3) the defeasance, redemption, repurchase or other acquisition of any Subordinated Obligation or Guarantor Subordinated Obligation with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness;

(4) the payment of any distribution or dividend by a Restricted Subsidiary to the Company or to the holders of its Equity Interests (other than Disqualified Equity) on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company pursuant to any management equity subscription agreement or equity option agreement or other employee benefit plan or to satisfy obligations under any Equity Interests appreciation rights or option plan or similar arrangement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $3.0 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $4.0 million in any calendar year);

(6) repurchases of Equity Interests deemed to occur upon exercise of stock options, warrants or other convertible securities if such Equity Interests represent a portion of the exercise price of such options, warrants or other convertible securities;

(7) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible or exchangeable for Equity Interests that are not derivative securities;

(8) in connection with an acquisition by the Company or any of its Restricted Subsidiaries, the return to the Company or any of its Restricted Subsidiaries of Equity Interests of the Company or its Restricted Subsidiaries constituting a portion of the purchase consideration in settlement of indemnification claims; and

(9) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Obligations pursuant to provisions in the documents governing such Subordinated Obligations similar to those described under the captions “Repurchase at the Option of Holders — Change of Control” and “Repurchase at the Option of Holders — Asset sales”; provided that all notes tendered in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value.

In computing the amount of Restricted Payments previously made for purposes of the first paragraph of this section, Restricted Payments made under clauses (1) (but only if the declaration of such dividend or other distribution has not been counted in a prior period) and (4) of this paragraph shall be included, and Restricted Payments made under clauses (2), (3), (5), (6), (7), (8) and (9) of this paragraph shall not be included. The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant shall be determined, in the case of amounts under $20.0 million, by an officer of the General Partner and, in the case of amounts over $20.0 million, by the Board of Directors of the General Partner whose Board Resolution with respect thereto shall be delivered to the Trustee.

Incurrence of Indebtedness and issuance of Disqualified Equity

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with

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respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Equity and will not permit any of its Restricted Subsidiaries to issue any Disqualified Equity; provided that the Company and any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt), and the Company and the Subsidiary Guarantors may issue Disqualified Equity, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Equity is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Equity had been issued, as the case may be, at the beginning of such four-quarter period.

So long as no Default shall have occurred and be continuing or would be caused thereby, the first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Company and any Subsidiary Guarantor of Indebtedness under Credit Facilities and the guarantees thereof; provided that the aggregate principal amount of all Indebtedness of the Company and the Restricted Subsidiaries incurred pursuant to this clause (1) and outstanding under all Credit Facilities after giving effect to such incurrence does not exceed the greater of (a) $800.0 million or (b) $400.0 million plus 20% of the Consolidated Net Tangible Assets of the Company, in each case less the aggregate amount of all repayments of Indebtedness under any Credit Facility that have been made by the Company or any of its Restricted Subsidiaries in respect of asset sales or casualty events to the extent such repayments constitute a permanent reduction of commitments under the terms of such Credit Facility;

(2) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (other than under the Credit Agreement);

(3) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by the notes issued and sold in this offering and the related Guarantees and the exchange notes and the related Guarantees issued pursuant to the Registration Rights Agreements;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4) not to exceed the greater of (a) $40.0 million at any time outstanding or (b) 2.5% of Consolidated Net Tangible Assets of the Company;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge, Indebtedness that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clause (2) or (3) of this paragraph or this clause (5);

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided that:

(a) if the Company is the obligor on such Indebtedness and a Subsidiary Guarantor is not the obligee, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, or if a Subsidiary Guarantor is the obligor on such Indebtedness and neither the Company nor another Subsidiary Guarantor is the obligee, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Guarantee of such Subsidiary Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted

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Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging (but not for speculative purposes) (a) foreign currency exchange rate risks of the Company or any Restricted Subsidiary, (b) interest rate risks with respect to any floating rate Indebtedness of the Company or any Restricted Subsidiary that is permitted by the terms of the Indenture to be outstanding or (c) commodities pricing risks of the Company or any Restricted Subsidiary in respect of Hydrocarbons used, produced, processed or sold by the Company or any of its Restricted Subsidiaries;

(8) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or any of its Restricted Subsidiaries that was permitted to be incurred by another provision of this covenant; provided that in the event such Indebtedness that is being guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the guarantee shall be subordinated in right of payment to the notes or the Guarantee, as the case may be;

(9) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances and bid, performance, surety and appeal bonds or other similar obligations incurred in the ordinary course of business, including guarantees and obligations respecting standby letters of credit supporting such obligations, to the extent not drawn (in each case other than an obligation for money borrowed);

(10) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness or the issuance of Disqualified Equity in an aggregate principal amount at any time outstanding not to exceed the greater of (a) $60.0 million at any time outstanding or (b) 5.0% of Consolidated Net Tangible Assets of the Company;

(11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds;

(12) the incurrence of Indebtedness arising from agreements with the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn outs, or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary in accordance with the terms of the Indenture, other than guarantees of Indebtedness incurred or assumed by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; and

(13) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness arising out of advances on trade receivables, factoring of receivables, customer prepayments and similar transactions in the ordinary course of business and consistent with past practice.

For purposes of determining compliance with this “— Incurrence of Indebtedness and issuance of Disqualified Equity” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (13) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify (or later reclassify in whole or in part) such item of Indebtedness in any manner that complies with this covenant. An item of Indebtedness may be divided and classified in one or more of the types of Permitted Indebtedness. Any Indebtedness under Credit Facilities on the Issue Date shall be considered incurred under clause (1) of this covenant.

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The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Equity in the form of additional shares of the same class of Disqualified Equity will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Equity for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued.

Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness upon any asset now owned or hereafter acquired, except Permitted Liens, without making effective provision whereby all Obligations due under the notes and Indenture or any Guarantee, as applicable, will be secured by a Lien equally and ratably with (or prior to in the case of Liens with respect to Subordinated Obligations or Guarantor Subordinated Obligations, as the case may be) any and all Obligations thereby secured for so long as any such Obligations shall be so secured.

Layering Indebtedness

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Restricted Subsidiary, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the notes or the Guarantee of such Restricted Subsidiary, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Restricted Subsidiary, as the case may be.

For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Restricted Subsidiary solely by virtue of being unsecured or secured by a junior priority lien or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor agreements or other arrangements giving one or more of such holders priority over the other holders in the collateral held by them.

Dividend and other payment restrictions affecting subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Equity Interests to the Company or any of the Company’s Restricted Subsidiaries, or pay any indebtedness or other obligations owed to the Company or any of the other Restricted Subsidiaries (provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for purposes of this covenant);

(2) make loans or advances to or make other investments in the Company or any of the other Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Company or any of the other Restricted Subsidiaries.

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However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements as in effect on the Issue Date (including the Credit Agreement) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in such agreement, as in effect on the Issue Date;

(2) the Indenture, the notes and the Guarantees;

(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;

(4) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the property or assets of any Person, other than such Person, or the property or assets of such Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

(5) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses and leases entered into in the ordinary course of business and consistent with past practices;

(6) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph;

(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; provided that such sale or disposition is consummated, or such restrictions are canceled or terminated or lapse, within by the later of (a) 90 days following the execution of such agreement and (b) the date on which any required regulatory approval in respect of such sale has been obtained;

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of the covenant described above under the caption “— Liens” that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;

(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business that solely affect the assets or property that is the subject of such agreements and provided that in the case of joint venture agreements such provisions solely affect assets or property of the joint venture;

(11) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;

(12) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and

(13) Hedging Obligations incurred from time to time.

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Merger, consolidation or sale of assets

Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person; unless:

(1) either: (a) such Issuer is the surviving entity of such transaction; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that Finance Co. may not consolidate or merge with or into any entity other than a corporation satisfying such requirement;

(2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made expressly assumes all the Obligations of such Issuer under the notes, the Indenture and the Registration Rights Agreements pursuant to agreements reasonably satisfactory to the Trustee;

(3) immediately after such transaction no Default or Event of Default exists;

(4) in the case of a transaction involving the Company and not Finance Co., the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “Incurrence of Indebtedness and issuance of Disqualified Equity”; provided that this clause (b) shall be suspended during any period in which we and our Restricted Subsidiaries are not subject to the Suspended Covenants; and

(5) such Issuer has delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or disposition and, if a supplemental indenture is required, such supplemental indenture comply with the Indenture and all conditions precedent therein relating to such transaction have been satisfied.

Notwithstanding the preceding paragraph, the Company is permitted to reorganize as any other form of entity in accordance with the procedures established in the Indenture; provided that:

(1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law;

(2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia;

(3) the entity so formed by or resulting from such reorganization assumes all the Obligations of the Company under the notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee;

(4) immediately after such reorganization no Default or Event of Default exists; and

(5) such reorganization is not adverse to the holders of the notes (for purposes of this clause (5) it is stipulated that such reorganization shall not be considered adverse to the holders of the notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b)(i) of the Code or any similar state or local law).

Notwithstanding anything herein to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of the Indenture) is a corporation, Finance Co. may be dissolved in accordance with the Indenture and may cease to be an Issuer.

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Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the properties or assets of a Person.

Transactions with affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person or, if in the good faith judgment of the independent members of the Board of Directors of the General Partner no comparable transaction with an unrelated Person would be available, such independent directors determine in good faith that such Affiliate Transaction is fair to the Company from a financial point of view; and

(2) the Company delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million but less than or equal to $30.0 million, an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the General Partner; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $30.0 million, (i) a resolution of the Board of Directors of the General Partner set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the General Partner and (ii) an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing recognized as an expert in rendering fairness opinions on transactions such as those proposed.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment, equity option or equity appreciation agreement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(2) transactions between or among the Company and/or its Restricted Subsidiaries;

(3) Restricted Payments that are permitted by the provisions of the Indenture described above under the caption “— Restricted Payments” and Permitted Investments;

(4) transactions effected in accordance with the terms of agreements described in the prospectus related to the issuance of the notes under the caption “Certain Relationships and Related Transactions” as such agreements are in effect on the Issue Date, and any amendment or replacement of any of such agreements so long as such amendment or replacement agreement is no less advantageous to the Company in any material respect than the agreement so amended or replaced;

(5) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance;

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(6) gathering, transportation, marketing, hedging, production handling, operating, construction, terminalling, storage, lease, platform use, or other operational contracts, entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary with third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, on terms that are no less favorable than those available from third parties on an arm’s-length basis, as determined by the Board of Directors of the General Partner;

(7) the issuance or sale for cash of Equity Interests (other than Disqualified Equity);

(8) any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, deliver to the Trustee opinion from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of clause (1) of the first paragraph of this covenant;

(9) guarantees of performance by the Company and its Restricted Subsidiaries of the Company’s Unrestricted Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money;

(10) if such Affiliate Transaction is with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any Restricted Subsidiary where such Person is treated no more favorably than the holders of Indebtedness or Equity Interests of the Company or any Restricted Subsidiary who are unaffiliated with the Company and its Restricted Subsidiaries;

(11) transactions effected pursuant to agreements in effect on the Issue Date and any amendment, modification or replacement of such agreement (so long as such amendment or replacement is not, in the good faith determination of the Board of Directors of the General Partner, materially more disadvantageous to the holders of notes, taken as a whole than the original agreement as in effect on the Issue Date); and

(12) transactions between the Company and any Person, a director of which is also a director of the Company; provided that such director abstains from voting as a director of the Company on any matter involving such other Person.

Additional subsidiary guarantees

If any Restricted Subsidiary that is not already a Subsidiary Guarantor (including any newly-created or acquired Restricted Subsidiary) guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Operating Company or any other Subsidiary, or if the Operating Company, if not then a Subsidiary Guarantor, guarantees any other Indebtedness of either of the Issuers or any other Subsidiary or incurs any Indebtedness under any Credit Facility, then, in each such case, such Subsidiary must become a Subsidiary Guarantor by executing a supplemental indenture satisfactory to the Trustee and delivering an opinion of counsel to the Trustee within 30 days of the date on which it became a Restricted Subsidiary or such other guarantee was executed or such Indebtedness incurred, as applicable. Notwithstanding the preceding, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with the Indenture.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted

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Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption “— Restricted Payments,” or represent Permitted Investments, as applicable. All such outstanding Investments will be valued at their fair market value at the time of such designation. That designation will only be permitted if such Restricted Payment or Permitted Investments would be permitted at that time and such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. Upon the designation of a Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary, the Guarantee of such entity shall be automatically released.

The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under the covenants described under the caption “— Covenants — Incurrence of Indebtedness and issuance of Disqualified Equity,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and “— Covenants — Liens” and (2) no Default or Event of Default would be in existence following such designation.

During any period when covenants are suspended pursuant to “— Suspended Covenants” we will not be permitted to designate or redesignate any of our Subsidiaries pursuant to the covenant described under the caption “— Covenants — Designation of Restricted and Unrestricted Subsidiaries.”

Sale and lease-back transactions

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and lease-back transaction; provided that the Company or any Restricted Subsidiary that is a Subsidiary Guarantor may enter into a sale and lease-back transaction if:

(1) the Company or that Subsidiary Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and lease-back transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption “— Incurrence of additional Indebtedness and issuance of Disqualified Equity,” and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption “— Liens”; provided that clause (a) of this clause (1) shall be suspended during any period in which the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants;

(2) the gross cash proceeds of that sale and lease-back transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors of the General Partner, of the property that is the subject of such sale and lease-back transaction; and

(3) the transfer of assets in that sale and lease-back transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described above under the caption “— Repurchase at the option of holders — Asset sales.”

Business activities

The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses.

Finance Co. may not engage in any business or incur any Indebtedness other than activities in connection with its rights and obligations as an Issuer of the notes and any additional notes issued under the Indenture.

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Payments for consent

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

Whether or not required by the SEC, so long as any notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations and unless already publicly available through the SEC’s EDGAR filing system, the Company will (a) furnish (without exhibits) to the Trustee for delivery to the holders of the notes and (b) post on its website or otherwise make available to prospective purchasers of the notes:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s discussion and analysis of financial condition and results of operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

If as of the end of any such quarterly or annual period the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Company shall deliver (promptly after such SEC filing referred to in the preceding paragraph) to the Trustee for delivery to the holders of the notes quarterly and annual financial information required by the preceding paragraph as revised to include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s discussion and analysis of financial condition and results of operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

The Issuers and the Guarantors have agreed that, for so long as any notes remain outstanding, the Issuers will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Suspended Covenants

During any period when the notes have an Investment Grade Rating from both Rating Agencies and no Default has occurred and is continuing under the Indenture, the Company and its Restricted Subsidiaries will not be subject to the provisions of the Indenture described above under the caption “Repurchase at the option of holders — Asset sales” and under the following headings under the caption “— Covenants”:

• “— Restricted Payments,”

• “— Incurrence of Indebtedness and issuance of Disqualified Equity,”

• “— Dividend and other payment restrictions affecting subsidiaries,”

• “— Merger, consolidation or sale of assets” (only to the extent set forth in that covenant),

• “— Transactions with affiliates,” and

• “— Sale and lease-back transactions” (only to the extent set forth in that covenant)

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(collectively, the “Suspended Covenants”); provided that the provisions of the Indenture described above under the caption “Repurchase at the option of holders — Change of Control,” and described above under the following headings under the caption “— Covenants” will not be so suspended:

• “— Liens,”

• “— Layering Indebtedness,”

• “— Additional subsidiary guarantees,”

• “— Business activities,”

• “— Payments for consent,” and

• “— Reports”;

and provided further, that if we and our Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding portion of this sentence and, subsequently, either of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the notes below the Investment Grade Ratings so that the notes do not have an Investment Grade Rating from both Rating Agencies, or a Default (other than with respect to the Suspended Covenants) occurs and is continuing, we and our Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms, conditions and obligations set forth in the Indenture (each such date of reinstatement being the “Reinstatement Date”). As a result, during any period in which we and our Restricted Subsidiaries are not subject to the Suspended Covenants, the notes will be entitled to substantially reduced covenant protection. Compliance with the Suspended Covenants with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of the covenant described under “— Restricted Payments” as though such covenants had been in effect during the entire period of time from which the notes are issued. However, all Restricted Payments made, Indebtedness incurred and other actions effected during any period in which covenants are suspended will not cause a default under the Indenture on any Reinstatement Date.

In addition, during any period when the Suspended Covenants are suspended, we will not be permitted to designate or redesignate any of our Subsidiaries pursuant to the covenant described under the caption “— Covenants — Designation of Restricted and Unrestricted Subsidiaries.”

Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on the notes;

(2) default in payment when due of the principal of or premium, if any, on the notes;

(3) failure by the Company to comply (for 30 days in the case of a failure to comply that is capable of cure) with the provisions described under “— Merger, consolidation or sale of assets” or its obligations to make a Change of Control Offer or Asset Sale Offer;

(4) failure by the Company to comply for 60 days after notice with any of the other agreements in the Indenture;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by an Issuer or any of the Company’s Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date or was created after the Issue Date, if that default:

(a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

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(b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $40.0 million or more;

(6) failure by an Issuer or any of the Company’s Restricted Subsidiaries to pay final judgments aggregating in excess of $40.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(7) except as permitted by the Indenture, any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its Obligations under its Guarantee; and

(8) certain events of bankruptcy or insolvency with respect to Finance Co., the Company, the General Partner or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

In the case of an Event of Default arising from events described in clause (8) above, with respect to an Issuer or the General Partner, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

Holders of the notes may not enforce the Indenture or the notes except as provided in the Indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

The holders of a majority in aggregate principal amount of the notes then outstanding by notice to the Trustee may on behalf of the holders of all of the notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the notes.

The Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon any officer of the General Partner or Finance Co. becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Unitholders

and No Recourse Against General Partner

Neither the General Partner nor any past, present or future director, officer, partner, employee, incorporator, manager or unitholder or other owner of Equity Interests of the Issuers, the General Partner, or any Subsidiary Guarantor, as such, shall have any liability for any Obligations of the Issuers or the Subsidiary Guarantors under the notes, the Indenture, the Guarantees or for any claim based on, in respect of, or by reason of, such Obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Legal Defeasance and Covenant Defeasance

The Issuers may, at their option and at any time, elect to have all of the Issuers’ Obligations discharged with respect to the outstanding notes and all Obligations of the Subsidiary Guarantors discharged with respect to their Guarantees (“Legal Defeasance”), except for:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, premium, if any, and interest and Additional Interest, if any, on such notes when such payments are due from the trust referred to below;

(2) the Issuers’ Obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ Obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the Obligations of the Issuers and the Guarantors released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest and Additional Interest, if any, on the outstanding notes at the Stated Maturity thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the notes are being defeased to Stated Maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which shall be applied to such deposit); or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

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(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6) the Issuers must have delivered to the Trustee an opinion of counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(7) the Issuers must deliver to the Trustee an officers’ certificate stating that the deposit was not made by the Issuers with the intent of preferring the holders of notes over the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding other creditors of the Issuers; and

(8) the Issuers must deliver to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Generally, the Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Guarantees and the notes with the consent of the holders of at least a majority in principal amount of the notes then outstanding. However, without the consent of each holder affected, an amendment, supplement or waiver may not (with respect to any notes held by a nonconsenting holder):

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or alter or waive the provisions with respect to the redemption or repurchase of the notes (other than provisions relating to the covenants described above under the caption “— Repurchase at the option of holders” so long as no obligation to make a Change of Control Offer or an Asset Sale Offer has arisen);

(3) reduce the rate of or change the time for payment of interest or Additional Interest on any note;

(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of or premium, if any, or interest on the notes (other than as permitted in clause (7) below);

(7) waive a redemption or repurchase payment with respect to any note (other than a payment required by one of the covenants described above under the caption “— Repurchase at the option of holders”);

(8) except as otherwise permitted in the Indenture, release any Subsidiary Guarantor from its Obligations under its Guarantee or the Indenture or change any Guarantee in any manner that would adversely affect the rights of holders;

(9) make any change in the preceding amendment, supplement and waiver provisions (except to increase any percentage set forth therein); or

(10) modify or change any provision of the Indenture or the related definitions affecting the ranking of the notes or any Guarantee in a manner that adversely affects the holders of the notes.

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Notwithstanding the preceding, without the consent of any holder of notes, the Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Guarantees or the notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of an Issuer’s or Subsidiary Guarantor’s Obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s assets;

(4) to add or release Subsidiary Guarantors pursuant to the terms of the Indenture;

(5) to make any change that would provide any additional rights or benefits to the holders of notes or surrender any right or power conferred upon the Issuers or the Subsidiary Guarantors by the Indenture that does not adversely affect the rights under the Indenture of any holder of the notes; provided that any change to conform the Indenture to this prospectus will not be deemed to adversely affect such rights;

(6) to provide for the issuance of additional notes in accordance with the limitations set forth in the Indenture;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(8) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee;

(9) to add any additional Events of Default;

(10) to secure the notes and/or the Guarantees; or

(11) to comply with the rules of any applicable securities depository.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all notes issued thereunder (except as to surviving rights of registration of transfer or exchange of the notes and as otherwise specified in the Indenture), when

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or

(b) all notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Issuers or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, U.S. Government Obligations, or a combination of cash in U.S. dollars and U.S. Government Obligations, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

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(3) the Issuers or any Subsidiary Guarantor has paid or caused to be paid all sums payable by the Issuers under the Indenture; and

(4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the notes at fixed maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an officers’ certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the Trustee becomes a creditor of an Issuer or any Subsidiary Guarantor, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue (if the Indenture has been qualified under the Trust Indenture Act) or resign.

The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of notes, unless such holder shall have offered to the Trustee security or indemnity satisfactory to it against any loss, liability or expense.

Additional Information

Anyone who receives this prospectus may obtain a copy of the Indenture and Registration Rights Agreements without charge by writing to Atlas Pipeline Partners, L.P. at Park Place Corporate Center One 1000 Commerce Drive, Suite 400, Pittsburgh, PA 15275 Attention: Investor Relations.

Definitions

Set forth below are defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person, but excluding Indebtedness that is extinguished, retired or repaid in connection with such Person merging with or becoming a Subsidiary of such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreements.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or

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cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a specified Person shall be deemed to be control by the other Person; provided, further, that any third Person which also beneficially owns 10% or more of the Voting Stock of a specified Person shall not be deemed to be an Affiliate of either the specified Person or the other Person merely because of such common ownership in such specified Person. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings. Notwithstanding the preceding, the term “Affiliate” shall not include a Restricted Subsidiary of any specified Person.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets, other than sales of inventory in the ordinary course of business; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “— Change of Control,” and/or the provisions described above under the caption “— Merger, consolidation or sale of assets” and not by the provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale by the Company or any of its Restricted Subsidiaries of Equity Interests in any of its Restricted Subsidiaries.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(1) any single transaction or series of related transactions that involves assets having a fair market value of less than $10.0 million;

(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary of the Company;

(4) a Restricted Payment that is permitted by the covenant described above under the caption “— Covenants — Restricted Payments” or a Permitted Investment;

(5) the sale or other disposition of cash or Cash Equivalents, Hedging Obligations or other financial instruments in the ordinary course of business;

(6) transfers of damaged, worn-out or obsolete equipment or assets that, in the Company’s reasonable judgment, are no longer used or useful in the business of the Company or its Restricted Subsidiaries;

(7) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(8) the creation or perfection of a Lien that is not prohibited by the covenant described above under the caption “— Covenants — Liens”;

(9) the grant in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations therefor and other similar intellectual property; and

(10) the sale or discounting of accounts receivable in the ordinary course of business.

“Attributable Debt” in respect of a sale and lease-back transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and lease-back transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Available Cash” has the meaning assigned to such term in the Partnership Agreement, as in effect on the Issue Date.

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“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have correlative meanings.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 365 days, demand and overnight bank deposits and other similar types of investments routinely offered by commercial banks, in each case, with any domestic commercial bank having a combined capital and surplus in excess of $500.0 million and a Thompson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having one of the two highest ratings obtainable from Moody’s or Standard & Poor’s and in each case maturing within six months after the date of acquisition; and

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets (including Equity Interests of the Restricted Subsidiaries) of the Company and its Restricted Subsidiaries taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(2) the adoption of a plan relating to the liquidation or dissolution of the Company or the removal of the General Partner by the limited partners of the Company;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as that term is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the General Partner, measured by voting power rather than number of shares; provided that a Change of Control shall not be deemed to occur solely as a result of a transfer of the general partnership interests of the Company or the Equity Interests in the General Partner to a new entity in contemplation of the initial public offering of such new entity, or as a result of any

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further offering of Equity Interests of such new entity (or securities convertible into such Equity Interests) so long as the persons or entities that beneficially own the general partnership interests of the Company or the Equity Interests in the General Partner on the Issue Date continue to hold the general partnership interests in such new entity (or, in the case of a new entity that is not a partnership, no other Person or group Beneficially Owns more than 50% of the Voting Stock of such new entity);

(4) the Company consolidates or merges with or into another Person or any Person consolidates or merges with or into the Company, in either case under this clause (4), in one transaction or a series of related transactions in which immediately after the consummation thereof Persons Beneficially Owning, directly or indirectly, Voting Stock representing in the aggregate a majority of the total voting power of the Voting Stock of the Company immediately prior to such consummation do not Beneficially Own, directly or indirectly, Voting Stock representing a majority of the total voting power of the Voting Stock of the Company or the surviving or transferee Person; or

(5) the first day on which a majority of the members of the Board of Directors of the General Partner are not Continuing Directors.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder, and any successor thereto.

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus (without duplication):

(1) an amount equal to the dividends or distributions paid during such period in cash or Cash Equivalents to such Person or any of its Restricted Subsidiaries by a Person that is not a Restricted Subsidiary of such Person; plus

(2) the provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments, made or received pursuant to interest-rate Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

(4) depreciation, depletion and amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, depletion, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(5) all extraordinary, unusual or non-recurring items of loss or expense; plus

(6) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Subsidiaries in connection with an Asset Sale, including any non-recurring charges relating to any premium or penalty paid, write-off of deferred financing costs or other financial recapitalization charges, in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity, to the extent such losses were included in computing such Consolidated Net Income; minus

(7) all extraordinary, unusual or non-recurring items of gain or revenue; minus

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(8) non-cash items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation, depletion and amortization and other non-cash charges of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements (other than the Indenture, the notes or its Guarantee), instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders, partners or members.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that (without duplication):

(1) the aggregate Net Income (but not net loss in excess of such aggregate Net Income) of all Persons that are not Restricted Subsidiaries shall be excluded, except to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person (without duplication);

(2) the earnings included therein attributable to all entities that are accounted for by the equity method of accounting and the aggregate Net Income (but not net loss in excess of such aggregate Net Income) included therein attributable to all entities constituting Joint Ventures that are accounted for on a consolidated basis (rather than by the equity method of accounting) shall be excluded, except to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(3) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement (other than the Indenture, the notes or its Guarantee), instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members;

(4) unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income, including, without limitation, those resulting from the application of Statement of Financial Accounting Standards No. 133, shall be excluded;

(5) the cumulative effect of a change in accounting principles shall be excluded; and

(6) any nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or other charges in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity (including premiums or penalties, paid to counterparties in connection with the breakage, termination or unwinding of Hedging Obligations) will be excluded.

“Consolidated Net Tangible Assets” means, with respect to any Person at any date of determination, the aggregate amount of total assets included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP less applicable reserves reflected in such balance sheet, after deducting the following amounts: (1) all current liabilities reflected in such balance sheet, and (2) all goodwill, trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected in such balance sheet.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the General Partner who (1) was a member of such Board of Directors on the Issue Date or (2) was nominated for election or elected to such Board of Directors with the approval of either (x) a majority of the Continuing

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Directors who were members of such Board at the time of such nomination or election, or (y) any “person” or “group” (as those terms are used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) who owns all the general partnership interests or a majority of the Equity Interests of the General Partner.

“Credit Agreement” means that certain Amended and Restated Credit Agreement dated July 27, 2007, amended and restated as of December 22, 2010, as amended by Amendment No. 1 dated as of April 19, 2011, as further amended by that certain Incremental Joinder dated as of July 8, 2011 and as further amended by Amendment No. 2 dated as of May 31, 2012, and as further amended by Amendment No. 3 dated as of December 13, 2012, among the Company, the Subsidiaries party thereto, the banks parties thereto and Wells Fargo Bank, National Association, as administrative agent, consisting of a revolver loan and a term loan, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced, supplemented or refinanced in whole or in part from time to time.

“Credit Facilities” means, with respect to the Company, Finance Co. or any Restricted Subsidiary, one or more credit facilities or commercial paper facilities, including the Credit Agreement, in each case with banks, investment banks, insurance companies, mutual funds and/or institutional lenders providing for revolving credit loans, term loans, production payments, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced, supplemented or refinanced in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Disqualified Equity” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Equity solely because the holders thereof have the right to require the Company or any of its Restricted Subsidiaries to repurchase such Equity Interests upon the occurrence of a Change of Control or an asset sale shall not constitute Disqualified Equity if the terms of such Equity Interests provide that the Company or any Restricted Subsidiary may not repurchase or redeem any such Equity Interests pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “— Restricted Payments.”

“Equity Interests” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited);

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person; and

(5) all warrants, options or other rights to acquire any of the interests described in clauses (1)-(4) above (but excluding any debt security that is convertible into, or exchangeable for, any of the interests described in clauses (1)-(4) above).

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“Equity Offering” means any public or private sale for cash of Equity Interests of the Company (excluding sales made to any Restricted Subsidiary, sale of Disqualified Equity and private sales to an Affiliate of the Company) after the Issue Date.

“Existing Indebtedness” means the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date.

“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays or redeems any Indebtedness (other than revolving credit borrowings not constituting a permanent commitment reduction) or issues or redeems Disqualified Equity subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment or redemption of Indebtedness, or such issuance or redemption of Disqualified Equity, and the application of the net proceeds thereof as if the same had occurred at the beginning of the applicable four-quarter reference period (and if such Indebtedness is incurred to finance the acquisition of assets (including, without limitation, a single asset, a division or segment or an entire company) that were conducting commercial operations prior to such acquisition, there shall be included pro forma net income for such assets, as if such assets had been acquired on the first day of such period).

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and pro forma effect will be given to the amount of net cost savings certified in an officer’s certificate executed by the Chief Financial Officer of the Company to have occurred or that are reasonably and in good faith projected to be realized within 12 months after, and as a result of, such acquisition and contractual commitments in effect or specified actions that have been taken or will within 90 days be commenced; provided that such cost savings are reasonably identifiable and factually supportable;

(2) designations of Restricted Subsidiaries and Unrestricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period;

(3) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded;

(4) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(5) interest on outstanding Indebtedness of the specified Person or any of its Restricted Subsidiaries as of the last day of the four-quarter reference period shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on such last day after giving effect to any Hedging Obligation then in effect; and

(6) if interest on any Indebtedness incurred by the specified Person or any of its Restricted Subsidiaries on such date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate or other rates, then the interest rate in effect on the last day of the four-quarter reference period will be deemed to have been in effect during such period.

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“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts, and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to interest-rate Hedging Obligations; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon; plus

(4) the product of (a) all dividend payments, whether paid or accrued and whether or not in cash, on any series of Disqualified Equity of such Person or any of its Restricted Subsidiaries, other than dividend payments on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Equity) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal;

in each case, on a consolidated basis and in accordance with GAAP.

“GAAP” means generally accepted accounting principles in the United States, which are in effect from time to time.

“General Partner” means Atlas Pipeline Partners GP, LLC, a Delaware limited liability company, and its successors and permitted assigns as general partner of the Company.

“guarantee” means to guarantee, other than by endorsement of negotiable instruments for collection in the ordinary course of business, directly or indirectly, in any manner, including, without limitation, by way of a pledge of assets, or through letters of credit or reimbursement, “claw-back,” “make-well,” or “keep-well” agreements in respect thereof, all or any part of any Indebtedness.

“Guarantee” means a guarantee of the notes.

“Guarantor Subordinated Obligation” means, with respect to a Subsidiary Guarantor, any Indebtedness or other Obligations of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter incurred) which are expressly subordinate in right of payment to the Obligations of such Subsidiary Guarantor under its Guarantee pursuant to a written agreement.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under interest rate and commodity price swap agreements, interest rate and commodity price cap agreements, interest rate and commodity price collar agreements and foreign currency and commodity price exchange agreements, options or futures contracts or other similar agreements or arrangements or Hydrocarbon hedge contracts or Hydrocarbon forward sales contracts, in each case designed to protect such Person against fluctuations in interest rates, foreign exchange rates, or commodities prices.

“Hydrocarbons” means crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom.

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“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing all Attributable Debt of such Person in respect of any sale and lease-back transactions not involving a Capital Lease Obligation;

(6) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable incurred in the ordinary course of business;

(7) representing Disqualified Equity; or

(8) representing any Hedging Obligations;

if and to the extent any of the preceding items (other than letters of credit, Disqualified Equity and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by such Person of any indebtedness of any other Person; provided that a guarantee otherwise permitted by the Indenture to be incurred by the Company or any of its Restricted Subsidiaries of Indebtedness incurred by the Company or a Restricted Subsidiary in compliance with the terms of the Indenture shall not constitute a separate incurrence of Indebtedness.

The amount of any Indebtedness outstanding as of any date shall be:

(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount;

(2) in the case of any Hedging Obligation, the termination value of the agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such date;

(3) in the case of any letter of credit, the maximum potential liability thereunder; and

(4) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other indebtedness.

For purposes of clause (7) of the second preceding paragraph, Disqualified Equity shall be valued at the maximum fixed redemption, repayment or repurchase price, which shall be calculated in accordance with the terms of such Disqualified Equity as if such Disqualified Equity were repurchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture; provided that if such Disqualified Equity is not then permitted by its terms to be redeemed, repaid or repurchased, the redemption, repayment or repurchase price shall be the book value of such Disqualified Equity. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional Obligations as described above and the maximum liability of any guarantees at such date; provided that for purposes of calculating the amount of any non-interest bearing or other discount security, such Indebtedness shall be deemed to be the principal amount thereof that would be shown on the balance sheet of the issuer thereof dated such date prepared in accordance with GAAP, but that such security shall be deemed to have been incurred only on the date of the original issuance thereof.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB-(or the equivalent) by Standard & Poors or, if Moody’s and Standard & Poors both cease to rate the notes for reasons outside the Company’s control, the equivalent ratings from any other nationally recognized statistical rating agency.

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“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other Obligations), advances (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender and commission, moving, travel and similar advances to officers and employees made in the ordinary course of business) or capital contributions, purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. For purposes of the definition of “Unrestricted Subsidiary,” the definition of “Restricted Payment” and the covenant described under “— Covenants — Restricted payments,” (1) the term “Investment” shall include the portion (proportionate to the Company’s Equity Interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Company or any of its Restricted Subsidiaries at the time that such Subsidiary is designated an Unrestricted Subsidiary and (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the General Partner. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Covenants — Restricted Payments.”

“Issue Date” means the first date on which notes were issued under the Indenture.

“Joint Venture” means any Person that is not a direct or indirect Subsidiary of the Company in which the Company or any of its Restricted Subsidiaries makes any Investment.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, charge, security interest, hypothecation, assignment for security, claim, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease in the nature thereof, any option or other agreement to grant a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statute) of any jurisdiction other than a precautionary financing statement respecting a lease not intended as a security agreement.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Income” means, with respect to any Person, the consolidated net income (loss) of such Person and its Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) the aggregate after tax effect of gains and losses realized in connection with any asset sale or the disposition of any securities by such Person or any of its Restricted Subsidiaries; and

(2) other than for purposes of “— Covenants — Restricted payments,” any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

“Net Proceeds” means, with respect to any Asset Sale or sale of Equity Interests, the aggregate proceeds received by the Company or any of its Restricted Subsidiaries in cash or Cash Equivalents in respect of any Asset Sale or sale of Equity Interests (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any such sale), net of, without duplication, (1) the direct costs relating to such Asset Sale or sale of Equity Interests, including, without limitation, brokerage commissions and legal, accounting and investment banking fees, sales commissions, recording fees, title transfer fees, and any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result thereof, in each case after taking into

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account any available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or Equity Interests that were the subject of such Asset Sale or sale of Equity Interests, (4) all distributions and payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale and (5) any amounts to be set aside in any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment in respect of the sale price of such asset or Equity Interests or for liabilities associated with such Asset Sale or sale of Equity Interests and retained by the Company or any of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to the Company or its Restricted Subsidiaries from such escrow arrangement, as the case may be.

“Non-Recourse Debt” means Indebtedness as to which:

(1) neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender of such Indebtedness;

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(3) the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursement obligations, damages and other liabilities payable under the documentation governing any Indebtedness.

“Operating Surplus” shall have the meaning assigned to such term in the Partnership Agreement, as in effect on the Issue Date.

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Company, dated as of March 9, 2004, as such may be amended, modified or supplemented from time to time.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used in a Permitted Business or a combination of assets used in a Permitted Business and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person.

“Permitted Business” means either (1) gathering, transporting, treating, processing, marketing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto including entering into Hedging Obligations to support these businesses, or (2) any other business that generates gross income at least 90% of which constitutes “qualifying income” under Section 7704(d)(1)(E) of the Code.

“Permitted Business Investments” means Investments by the Company or any of its Restricted Subsidiaries in any Unrestricted Subsidiary of the Company or in any Joint Venture, provided that:

(1) either (a) at the time of such Investment and immediately thereafter, the Company could incur $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “— Covenants — Incurrence of Indebtedness and issuance of Disqualified Equity” above or (b) such Investment does not exceed the aggregate amount of Incremental Funds (as defined in the covenant described under “— Covenants — Restricted Payments”) not previously expended at the time of making such Investment;

(2) if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at the time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such

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Unrestricted Subsidiary or Joint Venture that is recourse to the Company or any of its Restricted Subsidiaries (which shall include all Indebtedness of such Unrestricted Subsidiary or Joint Venture for which the Company or any of its Restricted Subsidiaries may be directly or indirectly, contingently or otherwise, obligated to pay, whether pursuant to the terms of such Indebtedness, by law or pursuant to any guarantee, including any “claw-back,” “make-well or “keep-well” arrangement) could, at the time such Investment is made, be incurred at that time by the Company and its Restricted Subsidiaries under the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “— Covenants — Incurrence of Indebtedness and issuance of Disqualified Equity”; and

(3) such Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the scope of the Permitted Business.

“Permitted Investments” means:

(1) any Investment in, or that results in the creation of, any Restricted Subsidiary of the Company;

(2) any Investment in the Company or in a Restricted Subsidiary of the Company (excluding redemptions, purchases, acquisitions or other retirements of Equity Interests in the Company);

(3) any Investment in cash or Cash Equivalents;

(4) any Investment by the Company or any Restricted Subsidiary of the Company in a Person if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

(5) any Investment made as a result of the receipt of consideration consisting of other than cash or Cash Equivalents from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Asset sales”;

(6) any Investment in a Person solely in exchange for the issuance of Equity Interests (other than Disqualified Equity) of the Company;

(7) Investments in stock, obligations or securities received in settlement of debts owing to the Company or any of its Restricted Subsidiaries as a result of bankruptcy or insolvency proceedings or upon the foreclosure, perfection or enforcement of any Lien in favor of the Company or any such Restricted Subsidiary, in each case as to debt owing to the Company or any such Restricted Subsidiary that arose in the ordinary course of business of the Company or any such Restricted Subsidiary;

(8) any Investment in Hedging Obligations permitted to be incurred under the “Incurrence of indebtedness and issuance of Disqualified Equity” covenant;

(9) other investments in any Person engaged in a Permitted Business (other than an Investment in an Unrestricted Subsidiary) having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) since the Issue Date and existing at the time of the Investment, which is the subject of the determination, was made, not to exceed the greater of (a) $60.0 million and (b) 5.0% of Consolidated Net Tangible Assets;

(10) any Investment in the notes and Investments existing on the Issue Date;

(11) Permitted Business Investments; and

(12) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business.

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“Permitted Liens” means:

(1) Liens securing Indebtedness under the Credit Facilities permitted to be incurred under the covenant “— Incurrence of Indebtedness and issuance of Disqualified Equity”;

(2) Liens in favor of the Company or any of its Restricted Subsidiaries;

(3) any interest or title of a lessor in the property subject to a Capital Lease Obligation;

(4) Liens on property (including Equity Interests) of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to, and were not obtained in contemplation of, such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or such Restricted Subsidiary;

(5) Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to, and were not obtained in contemplation of, such acquisition and relate solely to such property, accessions thereto and the proceeds thereof;

(6) Liens to secure the performance of tenders, bids, leases, statutory or regulatory obligations, surety, indemnity or appeal bonds, government contracts, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(7) Liens on any property or asset acquired, constructed or improved by the Company or any Restricted Subsidiary, which (a) are in favor of the seller of such property or assets, in favor of the Person constructing or improving such asset or property, or in favor of the Person that provided the funding for the acquisition, construction or improvement of such asset or property, (b) are created within 360 days after the date of acquisition, construction or improvement, (c) secure the purchase price or construction or improvement cost, as the case may be, of such asset or property in an amount not to exceed the lesser of (i) the cost to the Company and its Restricted Subsidiaries of such acquisition, construction or improvement of such asset or property and (ii)100% of the fair market value (as determined by the Board of Directors of the General Partner) of such acquisition, construction or improvement of such asset or property, and (d) are limited to the asset or property so acquired, constructed or improved (including proceeds thereof, accessions thereto and upgrades thereof);

(8) Liens to secure performance of Hedging Obligations of the Company or a Restricted Subsidiary;

(9) Liens existing on the Issue Date and Liens in connection with any extensions, refinancing, renewal, replacement or defeasance of any Indebtedness or other obligation secured thereby; provided that (a) the principal amount of the Indebtedness secured by such Lien is not increased and (b) no assets are encumbered by any such Lien other than the assets encumbered immediately prior to such extension, refinancing, renewal, replacement or defeasance;

(10) Liens on pipelines or pipeline facilities that arise by operation of law;

(11) Liens arising under operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farmout agreements, division orders, contracts for sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements and other agreements arising in the ordinary course of the Company’s or any Restricted Subsidiary’s business that are customary in the Permitted Business; provided that any Liens arising under operating agreements, joint venture agreements, partnership agreements and the like are non-recourse to the Company and its Subsidiaries and only attach to Equity Interests in the applicable joint venture, partnership or other entity that is the subject of such agreement;

(12) Liens securing the Obligations of the Issuers under the notes and the Indenture and of the Subsidiary Guarantors under the Guarantees;

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(13) Liens upon specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s Obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods and permitted by the covenant described under “— Incurrence of Indebtedness and issuance of Disqualified Equity”;

(14) Liens securing any indebtedness equally and ratably with all Obligations due under the notes or any Guarantee pursuant to a contractual covenant that limits liens in a manner substantially similar to the covenant entitled “Liens”;

(15) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by the Company or any Restricted Subsidiary of the Company to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture; and

(16) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to Obligations that do not exceed 5% of Consolidated Net Tangible Assets at any one time outstanding.

During any covenant suspension pursuant to the terms described under the caption “— Suspended Covenants,” for purposes of complying with the “Liens” covenant, the Liens described in clauses (1) and (15) of this definition of “Permitted Liens” will be Permitted Liens only to the extent those Liens secure Indebtedness not exceeding, at the time of determination, 10% of the Consolidated Net Tangible Assets of the Company.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of, plus accrued interest on the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of necessary fees and expenses incurred in connection therewith and any premiums paid on the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded);

(2) such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes or the Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the notes or the Guarantees, as the case may be, on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4) such Indebtedness is not incurred by a Restricted Subsidiary if the Company is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

For the avoidance of doubt, the foregoing clauses (1) through (4) shall not apply to extensions, refinancings, renewals, replacements, defeasances or refunds of the Credit Facility.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or agency or political subdivision thereof or other entity.

“Rating Agency” means each of Standard & Poors and Moody’s, or if Standard & Poors or Moody’s or both shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers (as certified by a resolution of the Board of Directors of the General Partner) which shall be substituted for Standard & Poors or Moody’s, or both, as the case may be.

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“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referenced Person that is not an Unrestricted Subsidiary. Notwithstanding anything in the Indenture to the contrary, each of Finance Co. and the Operating Company shall be a Restricted Subsidiary of the Company.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule1-02 of Regulation S-X, promulgated pursuant to the Securities Act and the Exchange Act, as such Regulation is in effect on the Issue Date.

“Standard & Poors” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent Obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Obligation” means any Indebtedness of either Issuer (whether outstanding on the Issue Date or thereafter incurred) which is subordinate or junior in right of payment to the notes pursuant to a written agreement.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association or other business entity (other than an entity referred to in clause (2) below) of which more than 50% of the total Voting Stock is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (whether general or limited), limited liability company or joint venture (a) the sole general partner or the managing general partner or managing member of which is such Person or a Subsidiary of such Person, or (b) if there are more than a single general partner or member, either (i) the only general partners or managing members of which are such Person and/or one or more Subsidiaries of such Person (or any combination thereof) or (ii) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership, limited liability company or joint venture, respectively.

“Subsidiary Guarantors” means each of:

(1) each Restricted Subsidiary of the Company existing on the Issue Date; and

(2) any other Subsidiary of the Company that becomes a Subsidiary Guarantor in accordance with the provisions of the Indenture; and

(3) their respective successors and assigns

in each case until such Subsidiary Guarantor ceases to be such in accordance with the Indenture. Notwithstanding anything in the Indenture to the contrary, Finance Co. shall not be a Subsidiary Guarantor.

“U.S. Government Obligations” means securities that are (1) direct Obligations of the United States of America for the payment of which its full faith and credit is pledged and (2) Obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under clause (1) or (2) above, are not callable or redeemable at the option of the issuers thereof.

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“Unrestricted Subsidiary” means any Subsidiary of the Company (other than Finance Co. or the Operating Company) that is designated by the Board of Directors of the General Partner as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary: (1) except to the extent permitted by subclause (2)(b) of the definition of “Permitted Business Investments,” has no Indebtedness other than Non-Recourse Debt; (2) is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such arrangement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries. Notwithstanding anything in the Indenture to the contrary, neither Finance Co. nor the Operating Company shall be designated as an Unrestricted Subsidiary.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “— Covenants — Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “Incurrence of Indebtedness and issuance of Disqualified Equity,” the Company shall be in default of such covenant.

“Voting Stock” of any Person as of any date means the Equity Interests of such Person pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers, general partners or trustees of such Person (regardless of whether, at the time, Equity Interests of any other class or classes shall have, or might have, voting power by reason of the occurrence of any contingency) or, with respect to a partnership (whether general or limited), any general partner interest in such partnership.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such indebtedness.

Book-entry, Delivery and Form

The new issue notes are, and the exchange notes will be, represented by one or more notes in registered global form without interest coupons (the “Global notes”). The Global notes will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant as described below.

Beneficial interests in all Global notes and all Certificated notes (as defined below), if any, will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream) which may change from time to time.

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The Global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee except in limited circumstances. Beneficial interests in the Global notes may be exchanged for notes in certificated form only in limited circumstances. See “— Transfers of interests in Global notes for Certificated notes.”

Depositary procedures

DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Direct Participants”) and to facilitate the clearance and settlement of transactions in those securities between Direct Participants through electronic book-entry changes in accounts of the Direct Participants. The Direct Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and other organizations, including Euroclear and Clearstream. Access to DTC’s system is also available to other entities that clear through or maintain a direct or indirect, custodial relationship with a Direct Participant (collectively, the “Indirect Participants”).

DTC has advised the Company that, pursuant to DTC’s procedures, (i) upon deposit of the Global notes, DTC will credit the accounts of the Direct Participants designated by the initial purchasers with portions of the principal amount of the Global notes that have been allocated to them by the initial purchasers, and (ii) DTC will maintain records of the ownership interests of such Direct Participants in the Global notes and the transfer of ownership interests by and between Direct Participants. DTC will not maintain records of the ownership interests of, or the transfer of ownership interests by and between, Indirect Participants or other owners of beneficial interests in the Global notes. Direct Participants and Indirect Participants must maintain their own records of the ownership interests of, and the transfer of ownership interests by and between, Indirect Participants and other owners of beneficial interests in the Global notes.

Investors in the Global notes may hold their interests therein directly through DTC if they are Direct Participants in DTC or indirectly through organizations that are Direct Participants in DTC, including Euroclear or Clearstream. Euroclear and Clearstream must maintain on their own records the ownership interests, and transfers of ownership interests by and between, their own customers’ securities accounts. DTC will not maintain such records. All ownership interests in any Global notes, including those of customers’ securities accounts held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC.

The laws of some states in the United States require that certain persons take physical delivery in definitive, certificated form, of securities that they own. This may limit or curtail the ability to transfer a beneficial interest in a Global note to such persons. Because DTC can act only on behalf of Direct Participants, which in turn act on behalf of Indirect Participants and others, the ability of a person having a beneficial interest in a Global note to pledge such interest to persons or entities that are not Direct Participants in DTC, or to otherwise take actions in respect of such interest, may be affected by the lack of physical certificates evidencing such interest.

Except as described in “— Transfers on interests in Global notes for Certificated notes,” owners of beneficial interests in the Global notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or holders thereof under the Indenture for any purpose.

Under the terms of the Indenture, the Issuers, the Subsidiary Guarantors and the Trustee will treat the persons in whose names the notes are registered (including notes represented by Global notes) as the owners thereof for the purpose of receiving payments and for any and all other purposes whatsoever. Payments in respect of the principal of, premium, if any, and interest on Global notes registered in the name of DTC or its nominee will be payable by the Trustee to DTC or its nominee as the registered holder under the Indenture. Consequently, none of the Issuers, the Subsidiary Guarantors, the Trustee nor any agent of the Issuers, the Subsidiary Guarantors or the Trustee has or will have any responsibility or liability for (i) any aspect of DTC’s records or any Direct Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial

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ownership interests in the Global notes or for maintaining, supervising or reviewing any of DTC’s records or any Direct Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in any Global note or (ii) any other matter relating to the actions and practices of DTC or any of its Direct Participants or Indirect Participants.

DTC has advised the Issuers that its current payment practice (for payments of principal, interest and the like) with respect to securities such as the notes is to credit the accounts of the relevant Direct Participants with such payment on the payment date in amounts proportionate to such Direct Participant’s respective ownership interests in the Global notes as shown on DTC’s records. Payments by Direct Participants and Indirect Participants to the beneficial owners of the notes will be governed by standing instructions and customary practices between them and will not be the responsibility of DTC, the Trustee, the Issuers or the Subsidiary Guarantors. None of the Issuers, the Subsidiary Guarantors or the Trustee will be liable for any delay by DTC or its Direct Participants or Indirect Participants in identifying the beneficial owners of the notes, and the Issuers, the Subsidiary Guarantors and the Trustee may conclusively relay on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the notes for all purposes.

The Global notes will trade in DTC’s Same-day Funds Settlement System and, therefore, transfers between Direct Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in immediately available funds. Transfers between Indirect Participants (other than Indirect Participants who hold an interest in the notes through Euroclear or Clearstream) who hold an interest through a Direct Participant will be effected in accordance with the procedures of such Direct Participant but generally will settle in immediately available funds. Transfers between and among Indirect Participants who hold interests in the notes through Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between Direct Participants in DTC, on the one hand, and Indirect Participants who hold interests in the notes through Euroclear or Clearstream, on the other hand, will be effected by Euroclear’s or Clearstream’s respective nominee through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream; however, delivery of instructions relating to crossmarket transactions must be made directly to Euroclear or Clearstream and within the established deadlines (Brussels time) of such systems. Indirect Participants who hold interests in the notes through Euroclear and Clearstream may not deliver instructions directly to Euroclear’s and Clearstream’s nominees. Euroclear and Clearstream will, if the transaction meets their settlement requirements, deliver instructions to their respective nominee to deliver or receive interests on Euroclear’s or Clearstream’s behalf in the relevant Global note in DTC, and make or receive payment in accordance with normal procedures for same-day fund settlement applicable to DTC.

Because of time zone differences, the securities accounts of an Indirect Participant who holds an interest in the notes through Euroclear or Clearstream purchasing an interest in a Global note from a Direct Participant in DTC will be credited, and any such crediting will be reported, to Euroclear or Clearstream during the European business day immediately following the settlement date of DTC in New York. Although recorded in DTC’s accounting records as of DTC’s settlement date in New York, Euroclear and Clearstream customers will not have access to the cash amount credited to their accounts as a result of a sale of an interest in a Global note to a DTC Participant until the European business day for Euroclear and Clearstream immediately following DTC’s settlement date.

DTC has advised the Company that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Direct Participants to whose account interests in the Global notes are credited and only in respect of such portion of the aggregate principal amount of the notes to which such Direct Participant or Direct Participants has or have given direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange Global notes (without the direction of one or more of its Direct Participants) for legended notes in certificated form, and to distribute such certificated forms of notes to its Direct Participants. See “— Transfers of interests in Global notes for Certificated notes.”

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Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global notes among Direct Participants, including Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. None of the Issuers, the Subsidiary Guarantors, the initial purchasers or the Trustee shall have any responsibility for the performance by DTC, Euroclear and Clearstream or their respective Direct and Indirect Participants of their respective obligations under the rules and procedures governing any of their operations.

The information in this section concerning DTC, Euroclear and Clearstream and their book-entry systems has been obtained from sources that the Issuers believe to be reliable, but the Issuers take no responsibility for the accuracy thereof.

Transfers of interests in Global notes for Certificated notes

An entire Global note may be exchanged for definitive notes in registered, certificated form without interest coupons (“Certificated notes”) if (i) DTC (x) notifies the Issuers that it is unwilling or unable to continue as depositary for the Global notes or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuers thereupon fail to appoint a successor depositary within 90 days, or (ii) there shall have occurred and be continuing an Event of Default and DTC notifies the Trustee of its decision to exchange the Global note for Certificated notes. In any such case, upon surrender by the Direct and Indirect Participants of their interests in such Global note, Certificated notes will be issued to each person that such Direct and Indirect Participants and DTC identify to the Trustee as being the beneficial owner of the related notes.

Certificated notes delivered in exchange for any beneficial interest in any Global note will be registered in the names, and issued in any approved denominations, requested by DTC on behalf of such Direct or Indirect Participants (in accordance with DTC’s customary procedures).

In all cases described herein, such Certificated notes will bear the restrictive legend referred to in “Notice to investors,” unless the Issuers determine otherwise in compliance with applicable law.

None of the Issuers, the Subsidiary Guarantors or the Trustee will be liable for any delay by the holder of any Global note or DTC in identifying the beneficial owners of notes, and the Issuers, the Subsidiary Guarantors and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the holder of the Global note or DTC for all purposes.

Same day settlement and payment

Payments in respect of the notes represented by the Global notes (including principal, premium, if any, interest) will be made by wire transfer of immediately available same day funds to the account specified by the holder of such Global note. With respect to Certificated notes, the Issuers will make all payments of principal, premium, if any, and interest in the manner indicated above under “— Methods of receiving payments on the notes.”

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain United States federal income tax considerations relating to the exchange of new issue notes for exchange notes in the exchange offer. It does not contain a complete analysis of all the potential tax considerations relating to the exchange. This summary is limited to holders of new issue notes who hold them as “capital assets” (in general, assets held for investment). Special situations, such as the following, are not addressed:

• tax consequences to holders who may be subject to special tax treatment, such as tax-exempt entities, dealers in securities or currencies, banks, other financial institutions, insurance companies, regulated investment companies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings or corporations that accumulate earnings to avoid United States federal income tax;

• tax consequences to persons holding notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle or other risk reduction transaction;

• tax consequences to holders whose “functional currency” is not the United States dollar;

• tax consequences to persons who hold notes through a partnership or similar pass-through entity;

• United States federal gift tax, estate tax or alternative minimum tax consequences, if any; or

• any state, local or non-United States tax consequences.

The discussion below is based upon the provisions of the United States Internal Revenue Code of 1986, as amended, existing and proposed Treasury regulations promulgated thereunder, and rulings, judicial decisions and administrative interpretations thereunder, as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those discussed below.

Consequences of Tendering New Issue Notes

The exchange of your new issue notes for exchange notes in the exchange offer should not constitute an exchange for United States federal income tax purposes because the exchange notes should not be considered to differ materially in kind or extent from the new issue notes. Accordingly, the exchange offer should have no United States federal income tax consequences to you if you exchange your new issue notes for exchange notes. For example, there should be no change in your tax basis and your holding period should carry over to the exchange notes. In addition, the United States federal income tax consequences of holding and disposing of your exchange notes should be the same as those applicable to your new issue notes.

The preceding discussion of certain United States federal income tax considerations of the exchange offer is for general information only and is not tax advice. Accordingly, each investor should consult its own tax advisor as to particular tax consequences to it of exchanging new issue notes for exchange notes, including the applicability and effect of any state, local or foreign tax laws, and of any proposed changes in applicable laws.

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PLAN OF DISTRIBUTION

Based on interpretations by the staff of the SEC in no-action letters issued to third parties, we believe that you may transfer exchange notes issued under the exchange offer in exchange for the new issue notes if:

• you acquire the exchange notes in the ordinary course of your business; and

• you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of such exchange notes.

You may not participate in the exchange offer if you are:

• an “affiliate” within the meaning of Rule 405 under the Securities Act of ours; or

• a broker-dealer that acquired new issue notes directly from us.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver this prospectus in connection with any resale of such exchange notes. To date, the staff of the SEC has taken the position that broker-dealers may fulfill their prospectus delivery requirements with respect to transactions involving an exchange of securities such as this exchange offer, other than a resale of an unsold allotment from the original sale of the new issue notes, with this prospectus. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for new issue notes where such new issue notes were acquired as a result of market-making activities or other trading activities. We have agreed that, 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 exchange notes, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until such date, all dealers effecting transactions in exchange notes may be required to deliver this prospectus.

If you wish to exchange notes for your new issue notes in the exchange offer, you will be required to make representations to us as described in “Exchange Offers — Procedures for Tendering — Your Representations to Us” in this prospectus. As indicated in the letter of transmittal, you will be deemed to have made these representations by tendering your new issue notes in the exchange offer. In addition, if you are a broker-dealer who receives exchange notes for your own account in exchange for new issue notes that were acquired by you as a result of market-making activities or other trading activities, you will be required to acknowledge, in the same manner, that you will deliver this prospectus in connection with any resale by you of such exchange notes.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions:

• in the over-the-counter market;

• in negotiated transactions;

• through the writing of options on the exchange notes; or

• a combination of such methods of resale;

at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices.

Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes of any series that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act. Each letter

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of transmittal states that by acknowledging that it will deliver and by delivering this prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For 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 exchange notes, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the applicable letter of transmittal. We have agreed to pay all reasonable expenses incident to the exchange offers (including the expenses of one counsel for the holders of the new issue notes) other than commissions or concessions of any broker-dealers and will indemnify the holders of the new issue notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

Ledgewood has issued an opinion about the legality of the exchange notes.

EXPERTS

The consolidated audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting of Atlas Pipeline Partners, L.P. incorporated by reference in the registration statement have been so incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in giving said reports.

The financial statements of Cardinal Midstream, LLC as of and for the year ended December 31, 2011, included in the Current Report on Form 8-K/A filed on February 28, 2013 and incorporated by reference in this Prospectus have been audited by Deloitte & Touche LLP, independent auditors, and are incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of TEAK Midstream, LLC and subsidiaries as of and for the year ended December 31, 2012, included in the Current Report on Form 8-K/A filed on July 18, 2013 and incorporated by reference in this Prospectus, have been audited by Hein & Associates LLP, independent auditors, and are incorporated by reference in reliance upon the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov or at our website at www.atlaspipeline.com. You may also read and copy any document we file at the SEC’s public reference room at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for additional information on the public reference room.

The SEC allows us to “incorporate by reference” the information we file with it. This means that we can disclose important information to you by referring to these documents. The information incorporated by reference is an important part of this prospectus. All documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the date on which the offering under this registration statement is terminated, including filings made after the date of the initial registration statement of which this prospectus forms a part and before effectiveness of the registration statement, shall be deemed to be incorporated by reference into this prospectus.

We are incorporating by reference the following documents that we have previously filed with the SEC, other than any portions of the respective filings that were furnished, pursuant to Item 2.02 or Item 7.01 of Current Reports on Form 8-K or other applicable SEC rules, rather than filed:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2012;

• our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013; and

• our Current Reports on Form 8-K and Form 8-K/A filed on January 30, 2013, February 12, 2013, February 28, 2013, April 16, 2013, April 17, 2013, April 23, 2013, May 8, 2013, May 13, 2013 and July 18, 2013.

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You may request a copy of any document incorporated by reference in this prospectus without charge by writing or calling us at:

Atlas Pipeline Partners, L.P.

Park Place Corporate Center One

1000 Commerce Drive, Suite 400

Pittsburgh, PA 15275

(877) 950-7473

Attn: Matthew Skelly

Except as set forth herein, information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website as part of this prospectus.

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Until                     , 2013 (90 days after the date of this prospectus), all dealers that effect transactions in the exchange notes, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

ATLAS PIPELINE PARTNERS, L.P.

ATLAS PIPELINE FINANCE CORPORATION

Offer to Exchange

Registered

$500,000,000 6 ⁵/₈% Senior Notes due 2020

for

Outstanding

$500,000,000 6 ⁵/₈% Senior Notes due 2020

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Section 17-108 of the Delaware Revised Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever. The partnership agreement of Atlas Pipeline Partners, L.P. provides that, in most circumstances, it will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

• the general partner;

• any departing general partner;

• any person who is or was an affiliate of a general partner or any departing general partner;

• any person who is or was a member, partner, officer, director employee, agent or trustee of the general partner or any departing general partner or any affiliate of a general partner or any departing general partner; or

• any person who is or was serving at the request of a general partner or any departing general partner or any affiliate of a general partner or any departing general partner as an officer, director, employee, member, partner, agent or trustee of another person.

Any indemnification under these provisions will only be out of Atlas Pipeline Partners’ assets. The general partner will not be personally liable for, or have any obligation to contribute or loan funds or assets to Atlas Pipeline Partners to enable it to effectuate, indemnification. Atlas Pipeline Partners may purchase insurance against liabilities asserted against and expenses incurred by persons for its activities, regardless of whether it would have the power to indemnify the person against liabilities under the partnership agreement.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the bylaws of Atlas Pipeline Finance Corporation provide that any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that such person is or was a director or officer of the the company or a constituent corporation absorbed in a consolidation or merger, or is or was serving at the request of the company or a constituent corporation absorbed in a consolidation or merger, as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or is or was a director or officer of the company serving at its request as an administrator, trustee or other fiduciary of one or more of the employee benefit plans of the company or other enterprise, against expenses (including attorneys’ fees), liability and loss actually and reasonably incurred or suffered by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or completed proceeding by or in the right of the company, except to the extent that such indemnification is prohibited by applicable law.

Substantially the same provisions regarding indemnification are contained in the limited liability company agreement of Atlas Pipeline Partners GP, LLC, Atlas Pipeline Partners’ general partner, and each of the other registrants.

Atlas Pipeline Partners maintains directors’ and officers’ liability insurance for itself, its subsidiaries and Atlas Pipeline Partners GP.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits:

Reference is made to the Index to Exhibits following the signature pages hereto, which Index to Exhibits is hereby incorporated into this item.

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(b) Financial Statement Schedules:

None.

Item 22. Undertakings.

(a) Each undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more that a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(5) that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(6) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Each undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

Each undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-3

INDEX TO EXHIBITS

Exhibit No.	Description
1.1	Purchase Agreement, dated May 7, 2013, among Atlas Pipeline Partners, L.P., Atlas Pipeline Finance Corporation and Citigroup Global Markets Inc., as representative of the several initial purchasers(1)
1.2	Underwriting Agreement, dated April 17, 2013, among Atlas Pipeline Partners, L.P. and the underwriters named therein(2)
2.1	Securities Purchase Agreement dated November 30, 2012, by and among Cardinal Midstream, LLC, Cardinal Arkoma, Inc., Cardinal Arkoma Midstream, LLC, Cardinal Gas Treating LLC and Atlas Pipeline Mid-Continent Holdings, LLC. The schedules to the Securities Purchase Agreement have been omitted pursuant to Item 601(b) of Regulation S-K. A copy of the omitted schedules will be furnished to the U.S. Securities and Exchange Commission supplementally upon request (3)
2.2	Purchase and Sale Agreement, dated as of April 16, 2013, among TEAK Midstream Holdings, LLC, TEAK Midstream, L.L.C. and Atlas Pipeline Mid-Continent Holdings, LLC. The schedules to the Purchase and Sale Agreement have been omitted pursuant to Item 601(b) of Regulation S-K. A copy of the omitted schedules will be furnished to the U.S. Securities and Exchange Commission supplementally upon request(6)
3.1(a)	Certificate of Limited Partnership of Atlas Pipeline Operating Partnership, as amended
3.1(b)	Amended and Restated Agreement of Limited Partnership of Atlas Pipeline Operating Partnership, L.P.(14)
3.1(c)	Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Atlas Pipeline Operating Partnership, L.P.(15)
3.1(d)	Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Atlas Pipeline Operating Partnership, L.P.(16)
3.2	APL Arkoma Holdings, LLC Certificate of Formation, as amended
3.3	APL Arkoma Holdings, LLC Limited Liability Company Agreement
3.4	APL Arkoma Inc. Amended and Restated Certificate of Incorporation, as amended
3.5	APL Arkoma Inc. Bylaws
3.6	APL Arkoma Midstream, LLC Certificate of Formation, as amended
3.7	APL Arkoma Midstream, LLC Second Amended and Restated Limited Liability Company Agreement
3.8	APL Barnett, LLC Certificate of Formation, as amended
3.9	APL Barnett, LLC Second Amended and Restated Limited Liability Company Agreement
3.10	APL Gas Treating, LLC Certificate of Formation, as amended
3.11	APL Gas Treating, LLC Amended and Restated Limited Liability Company Agreement
3.12	APL Laurel Mountain, LLC Certificate of Formation, as amended
3.13	APL Laurel Mountain, LLC First Amended and Restated Limited Liability Company Agreement
3.14	APL SouthTex Gas Utility Company LP Amended and Restated Certificate of Formation
3.15	APL SouthTex Gas Utility Company LP Amended and Restated Limited Partnership Agreement
3.16	APL SouthTex Midstream Holding Company Amended and Restated Certificate of Formation
3.17	APL SouthTex Midstream Holding Company Second Amended and Restated Limited Partnership Agreement

Exhibit No.	Description
3.18	APL SouthTex Midstream LLC Amended and Restated Certificate of Formation
3.19	APL SouthTex Midstream LLC Second Amended and Restated Limited Liability Company Agreement
3.20	APL SouthTex Pipeline Company LLC Amended and Restated Certificate of Formation
3.21	APL SouthTex Pipeline Company LLC Second Amended and Restated Limited Liability Company Agreement
3.22	APL SouthTex Processing Company LP Amended and Restated Certificate of Formation
3.23	APL SouthTex Processing Company LP Amended and Restated Limited Partnership Agreement
3.24	APL SouthTex Transmission Company LP Amended and Restated Certificate of Formation
3.25	APL SouthTex Transmission Company LP Amended and Restated Limited Partnership Agreement
3.26	Atlas Pipeline Mid-Continent, LLC Certificate of Formation, as amended
3.27	Atlas Pipeline Mid-Continent, LLC Limited Liability Company Agreement, as amended
3.28	Atlas Pipeline Mid-Continent Holdings, LLC Certificate of Formation, as amended
3.29	Atlas Pipeline Mid-Continent Holdings, LLC Limited Liability Company Agreement, as amended
3.30	Atlas Chaney Dell, LLC Certificate of Formation
3.31	Atlas Chaney Dell, LLC Limited Liability Company Agreement
3.32	Atlas Midkiff, LLC Certificate of Formation
3.33	Atlas Midkiff, LLC Limited Liability Company Agreement
3.34	Atlas Pipeline Finance Corporation Certificate of Incorporation, as amended
3.35	Atlas Pipeline Finance Corporation Bylaws
3.36	Atlas Pipeline NGL Holdings, LLC Certificate of Formation, as amended
3.37	Atlas Pipeline NGL Holdings, LLC Limited Liability Company Agreement
3.38	Atlas Pipeline NGL Holdings II, LLC Certificate of Formation, as amended
3.39	Atlas Pipeline NGL Holdings II, LLC Limited Liability Company Agreement
3.40	Atlas Pipeline Tennessee, LLC Certificate of Organization, as amended
3.41	Atlas Pipeline Tennessee, LLC Operating Agreement
3.42	Atlas SouthTex Midstream Company LP Amended and Restated Certificate of Formation, as amended
3.43	Atlas SouthTex Midstream Company LP Amended and Restated Limited Partnership Agreement
3.44	NOARK Energy Services, L.L.C. Articles of Organization
3.45	NOARK Energy Services, L.L.C. Operating Agreement, as amended
3.46	Pecos Pipeline LLC Certificate of Formation, as amended
3.47	Pecos Pipeline LLC Fifth Amended and Restated Limited Liability Company Agreement
3.48	Slider WestOk Gathering, LLC Certificate of Formation
3.49	Slider WestOk Gathering, LLC Limited Liability Company Agreement, as amended
3.50	Tesuque Pipeline, LLC Certificate of Formation, as amended

Exhibit No.	Description
3.51	Tesuque Pipeline, LLC Fourth Amended and Restated Limited Liability Company Agreement
3.52	Velma Gas Processing Company, LLC Certificate of Formation, as amended
3.53	Velma Gas Processing Company, LLC Limited Liability Company Agreement
3.54	Velma Intrastate Gas Transmission Company, LLC Certificate of Formation, as amended
3.55	Velma Intrastate Gas Transmission Company, LLC Limited Liability Company Agreement, as amended
4.1	Registration Rights Agreement dated September 28, 2012(4)
4.2	Registration Rights Agreement dated December 20, 2012(5)
4.3(a)	6 5/8% Senior Notes Indenture dated September 28, 2012(4)
4.3(b)	Supplemental Indenture dated as of December 20, 2012(7)
4.4	Form of Exchange Note (attached as Exhibit A to the Indenture filed as Exhibit 4.3)
4.5(a)	4.75% Senior Notes Indenture dated as of May 10, 2013(1)
4.5(b)	Registration Rights Agreement dated as of May 10, 2013(1)
4.6	Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional, and Other Special Rights and Qualifications, Limitations and Restrictions Thereof, dated as of May 7, 2013(8)
4.7	Registration Rights Agreement, dated as of May 7, 2013(8)
4.8(a)	5 7/8% Senior Notes Indenture dated as of February 11, 2013(9)
4.8(b)	Supplemental Indenture dated as of February 11, 2013(9)
4.8(c)	Registration Rights Agreement dated as of February 11, 2013(9)
4.9	Registration Rights Agreement, dated May 16, 2012(11)
4.10	Common unit certificate (attached as Exhibit A to the Second Amended and Restated Agreement of Limited Partnership)(12)

Exhibit No.	Description
5.1	Opinion of Ledgewood as to the legality of the securities being registered
8.1	Opinion of Ledgewood as to federal tax matters (included in Exhibit 5.1)
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges(13)
21.1	Subsidiaries of Registrant
23.1	Consent of Grant Thornton LLP
23.2	Consent of Deloitte & Touche LLP
23.3	Consent of Hein & Associates LLP
23.4	Consent of Ledgewood (contained in Exhibit 5.1)
24.1	Power of Attorney (contained on signature pages hereto)*
25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Indenture*
99.1	Form of Letter of Transmittal*
99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees*
99.3	Form of Letter to Clients*

* Previously filed herewith.

(1) Previously filed as an exhibit to current report on Form 8-K on May 13, 2013.

(2) Previously filed as an exhibit to current report on Form 8-K on April 23, 2013.

(3) Previously filed as an exhibit to current report on Form 8-K on December 4, 2012.

(4) Previously filed as an exhibit to current report on Form 8-K filed on September 28, 2012.

(5) Previously filed as an exhibit to current report on Form 8-K filed on December 26, 2012.

(6) Previously filed as an exhibit to current report on Form 8-K on April 17, 2013.

(7) Previously filed as an exhibit to current report on Form 8-K filed on December 26, 2012.

(8) Previously filed as an exhibit to current report on Form 8-K on May 8, 2013.

(9) Previously filed as an exhibit to current report on Form 8-K filed on February 12, 2013.

(10) [Intentionally Omitted]

(11) Previously filed as an exhibit to quarterly report on Form 10-Q for the quarter ended June 30, 2012.

(12) Previously filed as an exhibit to registration statement on Form S-3 on April 2, 2004.

(13) Previously filed as an exhibit to annual report on Form 10-K for the year ending December 31, 2012 and quarterly report on Form 10-Q for the quarter ended June 30, 2013.

(14) Previously filed as an exhibit to registration statement on Form S-1 (Registration No. 333-85193).

(15) Previously filed as an exhibit to current report on Form 8-K on April 2, 2010.

(16) Previously filed as an exhibit to current report on Form 8-K on December 13, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania, on August 19, 2013.

ATLAS PIPELINE PARTNERS, L.P.
By:	ATLAS PIPELINE PARTNERS GP, LLC,
	its General Partner
	By:	/s/ Robert W. Karlovich, III
		Robert W. Karlovich, III
		Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on August 19, 2013.

/s/ Robert W. Karlovich, III

Robert W. Karlovich, III

Chief Financial Officer and Chief Accounting Officer, for himself and as attorney-in-fact for:

/s/ Edward E. Cohen	Chairman
Edward E. Cohen
/s/ Jonathan Z. Cohen	Vice Chairman
Jonathan Z. Cohen
/s/ Eugene N. Dubay	President, Chief Executive Officer and Director
Eugene N. Dubay
/s/ Tony C. Banks	Director
Tony C. Banks
/s/ Curtis D. Clifford	Director
Curtis D. Clifford
/s/ Gayle P.W. Jackson	Director
Gayle P.W. Jackson
/s/ Martin Rudolph	Director
Martin Rudolph
/s/ Michael L. Staines	Director
Michael L. Staines

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania, on August 19, 2013.

ATLAS PIPELINE FINANCE CORPORATION
	By:	/s/ Robert W. Karlovich, III
		Robert W. Karlovich, III
		Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on August 19, 2013.

/s/ Robert W. Karlovich, III

Robert W. Karlovich, III

Chief Financial Officer (principal financial Officer and principal accounting officer), for himself and as attorney-in-fact for:

/s/ Edward E. Cohen	Chairman and Chief Executive Officer
Edward E. Cohen
/s/ Jonathan Z. Cohen	Vice Chairman
Jonathan Z. Cohen
/s/ Eugene N. Dubay	President and Chief Operating Officer
Eugene N. Dubay

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pittsburgh, Pennsylvania, on August 19, 2013.

ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
By:	Atlas Pipeline Partners GP, LLC its general partner
ATLAS PIPELINE MID-CONTINENT HOLDINGS, LLC
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
ATLAS PIPELINE TENNESSEE, LLC
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
APL LAUREL MOUNTAIN, LLC
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
ATLAS PIPELINE MID-CONTINENT LLC
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
VELMA INTRASTATE GAS TRANSMISSION COMPANY, LLC
By:	Atlas Pipeline Mid-Continent LLC, its sole member
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
SLIDER WESTOK GATHERING, LLC
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

VELMA GAS PROCESSING COMPANY, LLC
By:	Atlas Pipeline Mid-Continent LLC, its sole member
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
ATLAS PIPELINE NGL HOLDINGS, LLC
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
ATLAS PIPELINE NGL HOLDINGS II, LLC
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
ATLAS MIDKIFF, LLC
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
ATLAS CHANEY DELL, LLC
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
NOARK ENERGY SERVICES, L.L.C.
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

APL BARNETT, LLC
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By	Atlas Pipeline Partners GP, LLC, its general partner
PECOS PIPELINE LLC
By:	APL Barnett, LLC, its sole member
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By	Atlas Pipeline Partners GP, LLC its general partner
TESUQUE PIPELINE, LLC
By:	APL Barnett, LLC, its sole member
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By	Atlas Pipeline Partners GP, LLC its general partner
APL ARKOMA MIDSTREAM, LLC
By:	APL Arkoma Holdings, LLC
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
APL GAS TREATING LLC
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
APL ARKOMA HOLDINGS, LLC
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

APL SOUTHTEX MIDSTREAM LLC
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
APL SOUTHTEX PIPELINE COMPANY LLC
By:	APL SouthTex Midstream, LLC, its sole member
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
APL SOUTHTEX MIDSTREAM HOLDING COMPANY LP
By:	APL SouthTex Pipeline Company, LLC, its sole general partner
By:	APL SouthTex Midstream, LLC, its sole member
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
APL SOUTHTEX GAS UTILITY COMPANY LP
By:	APL SouthTex Pipeline Company, LLC, its sole general partner
By:	APL SouthTex Midstream, LLC, its sole member
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
ATLAS SOUTHTEX MIDSTREAM COMPANY LP
By:	APL SouthTex Pipeline Company, LLC, its sole general partner
By:	APL SouthTex Midstream, LLC, its sole member
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

APL SOUTHTEX TRANSMISSION COMPANY LP
By:	APL SouthTex Pipeline Company, LLC, its sole general partner
By:	APL SouthTex Midstream, LLC, its sole member
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner
APL SOUTHTEX PROCESSING COMPANY LP
By:	APL SouthTex Pipeline Company, LLC, its sole general partner
By:	APL SouthTex Midstream, LLC, its sole member
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

By:	/s/ Robert W. Karlovich, III
	Name:	Robert W. Karlovich, III
	Title:	Chief Financial Officer

APL ARKOMA, INC.
By:	/s/ Robert W. Karlovich, III
	Name:	Robert W. Karlovich, III
	Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on August 19, 2013.

/s/ Robert W. Karlovich, III

Robert W. Karlovich, III

Chief Financial Officer and Chief Accounting Officer, for himself and as attorney-in-fact for:

/s/ Edward E. Cohen	Chairman
Edward E. Cohen
/s/ Jonathan Z. Cohen	Vice Chairman
Jonathan Z. Cohen
/s/ Eugene N. Dubay	President, Chief Executive Officer and Director
Eugene N. Dubay
/s/ Tony C. Banks	Director
Tony C. Banks
/s/ Curtis D. Clifford	Director
Curtis D. Clifford
/s/ Gayle P.W. Jackson	Director
Gayle P.W. Jackson
/s/ Martin Rudolph	Director
Martin Rudolph
/s/ Michael L. Staines	Director
Michael L. Staines

EX-3.1(A)

Exhibit 3.1(a)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/14/1999

991383880 – 3096617

STATE of DELAWARE

CERTIFICATE of LIMITED PARTNERSHIP

THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:

FIRST: The name of the limited partnership is

ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.

SECOND: The name and address of the Registered Agent is: Andrew Lubin, 49 Bancroft Mills, Unit P15, New Castle County, Wilmington, DE 19806.

THIRD: The name and mailing address of each general partner is as follows:

Atlas Pipeline Partners GP, Inc., 1521 Locust Street, 4^th Floor, Philadelphia, PA 19102

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of Atlas Pipeline Operating Partnership, L.P. as of September 14, 1999.

ATLAS PIPELINE PARTNERS GP, INC.
By:	/s/ Michael L. Staines
	Michael L. Staines, Secretary

I5\RAI-Atlas-Pipeline\Cert of LP of Operating Partnership

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/11/2000

001015646 – 3096617

STATE OF DELAWARE

AMENDMENT TO THE CERTIFICATE OF

LIMITED PARTNERSHIP

OF

ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.

The undersigned, desiring to amend the Certificate of Limited Partnership of Atlas Pipeline Operating Partnership, L.P., pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

1. The name of the Limited Partnership is: Atlas Pipeline Operating Partnership, L.P.

2. Article THIRD of the Certificate of Limited Partnership shall be amended as follows:

THIRD: The name and mailing address of each general partner is as follows:

Atlas Pipeline Partners GP, LLC

311 Rouser Road

Moon Township, PA 15108

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 10^th day of January, 2000.

ATLAS PIPELINE PARTNERS GP, LLC
By:	/s/ Michael L. Staines
	Michael L. Staines, Secretary

L5\RAI-Atlas-Pipeline\Cert of Amendment of Operating LP

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:18 PM 12/13/2011

FILED 12:18 PM 12/13/2011

SRV 111285204 – 3096617 FILE

STATE OF DELAWARE

AMENDMENT TO THE CERTIFICATE OF

LIMITED PARTNERSHIP

OF

ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.

The undersigned, desiring to amend the Certificate of Limited Partnership, as amended, pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST:	The name of the Limited Partnership is: Atlas Pipeline Operating Partnership, L.P.
SECOND:	Article THIRD of the Certificate of Limited Partnership, as amended, shall be emended as follows:

THIRD: The name and mailing address of each general partner is as follows:

Atlas Pipeline Partners GP, LLC

Park Place Corporate Center One

1000 Commerce Drive, 4^th Floor

Pittsburgh, PA 15275-1011

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 12^th day of December, 2011.

ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
By: Atlas Pipeline Partners GP, LLC, its general partner
By:	/s/ Gerald R. Shrader
Name:	Gerald R. Shrader
Title:	Chief Legal Officer and Secretary

LW:654108.1

EX-3.02

Exhibit 3.02

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:13 PM 12/11/2012

FILED 01:13 PM 12/11/2012

SRV 121322675 – 5257046 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

FIRST:	The name of the limited liability company is APL Arkoma Holdings, LLC
SECOND:	The address of its registered office in the State of Delaware is 110 S. Poplar Street, Suite 101, New Castle County, Wilmington, DE 19801. The name of its registered agent at such address is Andrew M. Lubin.

THE UNDERSIGNED is authorized to execute and file this Certificate of Formation for the purpose of forming the Company as a limited liability company pursuant to the laws of the State of Delaware, and accordingly has hereunto set her hand this 11^th day of December, 2012.

/s/ Lisa D. Schumm

Lisa D. Schumm, Authorized Person

LW:714595.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

APL ARKOMA HOLDINGS, LLC

1. Name of Limited Liability Company:

APL ARKOMA HOLDINGS, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

SECOND: The address of the Company’s registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Company’s registered agent at such address is Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 14^th day of December, 2012.

APL ARKOMA HOLDINGS, LLC, a Delaware limited liability company
By:	Atlas Pipeline Mid-Continent Holdings, LLC, its sole member
	By:	/s/ Gerald R. Shrader
		Gerald R. Shrader
		Senior Vice President

LW:715389.1

EX-3.03

Exhibit 3.03

LIMITED LIABILITY COMPANY AGREEMENT

of

APL ARKOMA HOLDINGS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT of APL ARKOMA HOLDINGS, LLC (the “Company”) dated as of December 11, 2012, is made by Atlas Pipeline Mid-Continent Holdings, LLC, a Delaware limited liability company (the “Member”). The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the Act, the Company was formed on December 11, 2012.

1.2 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

1.3 Name. Effective as of the date hereof, the name of the Company shall be APL Arkoma Midstream, LLC.

1.4 Registered Agent. The address of the Company’s registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Company’s registered agent at such address is Corporation Trust Company.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company. The Member may, by written instrument, appoint a board of directors, officers and agents of the Company to which the Member may delegate such duties, responsibilities and authority as shall be provided in such instrument. Any director, officer or agent may be removed at any time by written instrument executed by the Member.

2.2 Meetings. No meetings of the Members need be held. However, if there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by a Member, or a combination of Members.

2.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

LW:715065.1 1

3. RIGHTS AND DUTIES OF THE MEMBER

3.1. Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the State of Delaware. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

3.2. Indemnification. The Member shall, and any employee or agent of the Company or employee or agent of the Member in connection with services to the Company may, in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act and as may be otherwise permitted by applicable law.

4. TITLE TO COMPANY PROPERTY

4.1. Title in Company Name. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

5. CAPITAL CONTRIBUTIONS

5.1. Capital Contributions. The Member may, but shall not be required, to make capital contributions to the Company.

5.2. Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution.

5.3. Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

6. LIMITED LIABILITY COMPANY INTEREST

6.1. Limited Liability Company Interest. The Limited Liability Company Interest of Member shall be as set forth on Schedule A.

7. DISTRIBUTIONS.

7.1. Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the aggregate amounts determined by the Member and as permitted by applicable law.

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8. ELECTIONS.

8.1. Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9. ADMISSION OF ADDITIONAL MEMBERS

9.1. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

10. DISSOLUTION AND LIQUIDATION

10.1. Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1. the written consent of the Member; or

10.1.2. the entry of a decree of judicial dissolution under the Act

The Company shall not be dissolved for any other reason, including without limitation, the Member becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of Member’s membership interest in the Company.

10.2. Liquidation. Upon dissolution, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1. to creditors, including the Member if he is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

10.2.2. to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

10.2.3. to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

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10.3. Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1. Fiscal Year. The fiscal year of the Company shall be the calendar year.

11.2. Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

11.3. Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

12. MISCELLANEOUS.

12.1. Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

12.3. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4. Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5. Amendment. This Agreement may be amended at any time upon the determination of the Member, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Company required under the documents evidencing and securing such indebtedness shall have been received by the Company.

12.6. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

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12.7. Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this Agreement as of the date first written above.

SOLE MEMBER:
ATLAS PIPELINE MID-CONTINENT HOLDINGS, LLC, a Delaware limited liability company
By:
Name:	Robert W. Karlovich, III
Title:	Chief Financial Officer

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SCHEDULE A

LIST OF MEMBERS

Name of Member and Address	Percentage
Atlas Pipeline Mid-Continent Holdings, LLC 110 W. 7th Street, Suite 2300 Tulsa, OK 74119		100	%

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EX-3.04

Exhibit 3.04

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:46 PM 12/30/2009

FILED 01:46 PM 12/30/2009

SRV 091150140 – 4147851 FILE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ANTERO RESOURCES MIDSTREAM CORPORATION

Antero Resources Midstream Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on May 11, 2006. The Certificate of Incorporation of the Corporation was amended and restated for the first time on July 13, 2006, and amended and restated for the second time on August 10, 2007 (as amended, the “2007 Certificate of Incorporation”). A Certificate of Designations, Powers, Preferences and Relative, Participating, Optional or Other Special Rights and Relative Qualifications, Limitations or Restrictions of the Series A Convertible Participating Preferred Stock, Series B Convertible Participating Preferred Stock and Series C Convertible Participating Preferred Stock of the Corporation was filed with the Delaware Secretary of State on August 10,2007 (the “Certificate of Designations”).

2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “Delaware Code”), this Amended and Restated Certificate of Incorporation restates and integrates and amends the provisions of the 2007 Certificate of Incorporation and the Certificate of Designations.

3. The text of the 2007 Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

FIRST. The name of the Corporation is Antero Resources Midstream Corporation.

SECOND. The street address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware. The name of its registered agent in the County of New Castle is The Corporation Trust Company.

THIRD. (a) The purpose of the Corporation is to engage in any lawful business or other activity for which a corporation may be organized under the Delaware Code.

(b) In furtherance of the foregoing purposes, the Corporation shall have and may exercise all of the rights, powers and privileges granted by the Delaware Code. In addition, it may do everything necessary, suitable and proper for the accomplishment of any of its corporate purposes.

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FOURTH. Capitalized terms used in this Article Fourth and not otherwise defined shall have the following meaning:

“Accreted Value” means (a) with respect to each share of Series A Preferred Stock, the Series A Purchase Price plus all accrued but unpaid dividends on such share, (b) with respect to each share of Series B Preferred Stock, the Series B Purchase Price plus all accrued but unpaid dividends on such share, (c) with respect to each share of Series C Preferred Stock, the Series B Purchase Price plus all accrued but unpaid dividends on such share, and (d) with respect to each share of Series D Preferred Stock, the Series D Purchase Price plus all accrued but unpaid dividends on such share. The amount of dividends “accrued” on any share of Preferred Stock at any date of determination shall be deemed to be the amount of unpaid dividends accumulated thereon from and including the date of issuance of such share of Preferred Stock, including additional dividends accruing as a result of compounding as of each Dividend Accrual Date, plus, if such date of determination shall not be a Dividend Accrual Date, an amount equal to the product of (x) the Accreted Value as of the date of issuance of such share of Preferred Stock or the last preceding Dividend Accrual Date, as applicable, and (y) the annual dividend rate as determined pursuant to Article 4(e)(3)(A) for the period after the date of such issuance of, or the last preceding Dividend Accrual Date for, as applicable, such share to and including the date of determination, based on a 365-day year.

“Board of Directors” means the Board of Directors of the Corporation.

“Change of Control” means, in one transaction or a series of related transactions, (a) a sale of Equity Securities, a merger or similar transaction involving the Corporation in which the owners of Equity Securities immediately prior to such sale, merger or similar transaction do not, immediately after such sale, merger or similar transaction, own capital stock or equity securities representing a majority of the outstanding voting power (based on the right to directly or indirectly (through a parent company or otherwise) elect directors generally) of the Corporation or the surviving entity, (b) the sale, lease, or transfer, directly or indirectly, of all or substantially all of the assets of the Corporation, or (c) a consolidation, recapitalization, reorganization or any other form of corporate reorganization in which outstanding shares of the Corporation are exchanged for or converted into cash, securities of another corporation or business organization (including the surviving entity of a merger), or other property in which the owners of Equity Securities immediately prior to such consolidation, recapitalization or reorganization do not, immediately after such consolidation, recapitalization or reorganization, own capital stock representing a majority of the outstanding voting power (based on the right to elect directors generally) of the Corporation, except, in the case of clauses (a), (b) or (c), any public offering of Equity Securities by the Corporation and unless, in the case of clauses (a), (b) or (c), it shall have been determined by a majority vote of the stockholders of the Corporation that such transaction shall not constitute a Change of Control.

“Conversion Date” shall have the meaning set forth in Article 4(e)(5)(C).

“Conversion Price” shall initially mean the Series A Conversion Price, Series B Conversion Price, Series C Conversion Price or Series D Conversion Price, as applicable, and shall be adjusted from time to time pursuant to Article 4(e)(5)(E).

“Conversion Ratio” shall mean the Series A Conversion Ratio, Series B Conversion Ratio, Series C Conversion Ratio or Series D Conversion Ratio, as applicable.

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“Convertible Securities” shall have the meaning set forth in Article 4(e)(5)(E)(ii)(A).

“Current Market Price” at any date shall mean, in the event the Common Stock is traded in the over the counter market or on a national or regional securities exchange, the average of the daily closing prices per share of Common Stock for the thirty (30) consecutive trading days ending three (3) trading days before such date (as adjusted for any stock dividend, split, combination or reclassification that took effect during such thirty-three (33) trading day period). The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the last closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the closing sale price for such day reported by Nasdaq, if the Common Stock is traded over-the-counter and quoted in the National Market System, or if the Common Stock is so traded, but not so quoted, the average of the closing reported bid and asked prices of the Common Stock as reported by Nasdaq or any comparable system, or, if the Common Stock is not listed on Nasdaq or any comparable system, the average of the closing bid and asked prices as furnished by two (2) members of the National Association of Securities Dealers, Inc. selected from time to time by the Board of Directors for that purpose. If the Common Stock is not publicly traded or is not traded in such manner that the quotations referred to above are available for the period required hereunder, Current Market Price per share of Common Stock shall be deemed to be the fair value per share of Common Stock as determined in good faith by a majority of the Board of Directors, and if such directors are unable to reach a decision on the Current Market Price, the Current Market Price shall be determined by a nationally recognized investment banking firm, accounting firm or valuation firm mutually acceptable to a majority of the Board of Directors and the holders of a majority of the then outstanding shares of Preferred Stock.

“Dividend Accrual Date” shall have the meaning set forth in Article 4(e)(3)(A).

“Dividend Preference Amount” shall have the meaning set forth in Article 4(e)(4)(A)(ii).

“Dividend Rate” shall have the meaning set forth in Article 4(e)(3)(A).

“Equity Security” means any capital stock of the Corporation.

“Excluded Stock” shall have the meaning set forth in Article 4(e)(5)(E).

“Liquidation Event” means the occurrence of any of (a) a liquidation, dissolution, or winding up of the Corporation or (b) an event constituting a Change of Control.

“Options” shall have the meaning set forth in Article 4(e)(5)(E)(ii)(A).

“Preference Amount” shall have the meaning set forth in Article 4(e)(4)(A)(ii).

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“Profits” means current and accumulated earnings and profits of the Corporation and its subsidiaries computed in accordance with Section 312 of the Internal Revenue Code of 1986, as amended (the “Code”).

“Purchase Agreement” means the Series B Preferred Stock Purchase Agreement, dated as of August 10,2007, by and among the Corporation and certain of its stockholders.

“Purchase Price Preference Amount” shall have the meaning set forth in Article 4(e)(4)(A)(i).

“Qualified Holder” means a holder of Preferred Stock who at the time in question is a Qualified Institutional Buyer within the meaning of Rule 144A under the Securities Act.

“Qualified Public Offering” means any firm commitment underwritten offering by the Corporation of Class A Common Stock to the public pursuant to an effective registration statement under the Securities Act (a) for which the aggregate cash proceeds to be received by the Corporation from such offering (without deducting underwriting discounts, expenses, and commissions) are at least $50,000,000, and (b) pursuant to which the Class A Common Stock is listed for trading on the New York Stock Exchange or is admitted to trading and quoted on the Nasdaq National Market System.

“Securities Act” means the Securities Act of 1933, as amended.

“Series A Conversion Price” shall initially mean the Series A Purchase Price and shall be adjusted from time to time pursuant to Article 4(e)(5)(E).

“Series A Conversion Ratio” shall mean the ratio of the Series A Purchase Price to the Series A Conversion Price.

“Series A PIK Amount” means, with respect to each share of Series A Preferred Stock, the Series A Purchase Price plus all accrued but unpaid dividends on such share that accrued from the date of issuance of such share to but excluding August 10, 2007.

“Series A Purchase Price” means the amount of $10.00 per share of Series A Preferred Stock, as appropriately adjusted for any stock splits, stock dividends of Series A Preferred Stock, recapitalizations, combinations or similar transactions with respect to the Series A Preferred Stock.

“Series A Waterfall Amount” shall have the meaning set forth in Article 4(e)(4)(B).

“Series B Conversion Price” shall initially mean the Series B Purchase Price and shall be adjusted from time to time pursuant to Article 4(e)(5)(E).

“Series B Conversion Ratio” shall mean the ratio of the Series B Purchase Price to the Series B Conversion Price.

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“Series B Purchase Price” means the amount of $15.00 per share of Series B Preferred Stock, as appropriately adjusted for any stock splits, stock dividends of Series B Preferred Stock, recapitalizations, combinations or similar transactions with respect to the Series B Preferred Stock.

“Series B Waterfall Amount” shall have the meaning set forth in Article 4(e)(4)(B).

“Series C Conversion Price” shall initially mean the product of 0.8 multiplied by the Series B Purchase Price and shall be adjusted from time to time pursuant to Article 4(e)(5)(E).

“Series C Conversion Ratio” shall mean the ratio of the Series B Purchase Price to the Series C Conversion Price.

“Series D Conversion Price” shall initially mean the Series D Purchase Price and shall be adjusted from time to time pursuant to Article 4(e)(5)(E).

“Series D Conversion Ratio” shall mean the ratio of the Series D Purchase Price to the Series D Conversion Price.

“Series D Purchase Price” means the amount of $15.00 per share of Series D Preferred Stock, as appropriately adjusted for any stock splits, stock dividends of Series D Preferred Stock, recapitalizations, combinations or similar transactions with respect to the Series B Preferred Stock.

“Waterfall Amount” shall have the meaning set forth in Article 4(e)(4)(B).

(a) The total number of shares that the Corporation shall have the authority to issue is 357,035,607, consisting of (a) 271,502,274 shares of common stock, par value $0.001 per share, of which (i) 141,053,279 shares of Common Stock shall be designated as Class A common stock, par value $0.001 per share (“Class A Common Stock”), (ii) 2,775,000 shares of Common Stock shall be designated as Class B common stock, par value $0.001 per share (“Class B Common Stock”), (iii) 112,777,779 shares of Common Stock shall be designated as Class C common stock, par value $0.001 per share (“Class C Common Stock”), (iv) 6,349,207 shares of Common Stock shall be designated as Class D common stock, par value $0.001 per share (“Class D Common Stock”) and (v) 8,547,009 shares of Common Stock shall be designated as Class E common stock, par value $0.001 per share (“Class E Common Stock”), and (b) 85,533,333 shares of preferred stock, par value $0.001 per share, 16,800,000 of shall be designated as Series A Convertible Participating Preferred Stock (the “Series A Preferred Stock”), 66,666,667 of which shall be designated as Series B Convertible Participating Preferred Stock (the “Series B Preferred Stock”), 1,333,333 of which shall be designated as Series C Convertible Participating Preferred Stock (“Series C Preferred Stock”), and 733,333 of which shall be designated as designated Series D Convertible Participating Preferred Stock (the “Series D Preferred Stock”). The Class A Common Stock, Class B Common Stock, Class C Common Stock, Class D Common Stock and Class E Common Stock are herein sometimes collectively or individually referred to as the “Common Stock.” The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are herein sometimes collectively or individually referred to as the “Preferred Stock.”

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Except as otherwise provided herein or as otherwise required by the Delaware Code, all shares of Common Stock shall be identical and shall entitle the holders thereof to the same powers, designations, preferences and relative, participating, optional or special rights, and shall be subject to the same qualifications, limitations and restrictions thereof. No dividends shall be declared on shares of Class B Common Stock, Class D Common Stock or Class E Common Stock. All voting powers, designations, preferences, and relative, participating, optional, or other special rights and privileges and qualifications, limitations, or restrictions of the Common Stock are expressly made subject and subordinate to those that may be fixed with respect to any shares of the Preferred Stock. Except as required by law, all shares of Common Stock shall vote together as a single class on all actions to be taken by the stockholders of the Corporation. Each holder of record of Common Stock shall be entitled to one vote for each share of Common Stock held by that holder. Cumulative voting shall not be permitted in the election of directors or otherwise.

(b) All of the outstanding shares of Class B Common Stock shall be converted into Class A Common Stock without any further action on the part of the Corporation or any holder of Class B Common Stock or Class A Common Stock immediately prior to the time of and subject to the closing and funding of a Qualified Public Offering. Thereupon, each share of Class B Common Stock held by such holder or holders shall automatically be converted, without any further action on the part of the holder thereof, into a number of shares of Class A Common Stock equal to the number of outstanding shares of Class B Common Stock and the Investors (as defined in the Purchase Agreements), and the stock certificates formerly representing such shares of Class B Common Stock shall thereafter be deemed to represent such number of shares of Class A Common Stock. The Corporation shall, at all times, reserve and keep available, solely for the purpose of issuance upon automatic conversion of outstanding shares of Class B Common Stock, such number of shares of Class A Common Stock as may be issuable upon conversion of all such outstanding shares of Class B Common Stock; provided, however, that the Corporation may deliver shares of Class A Common Stock which are held in the treasury of the Corporation for shares of Class B Common Stock converted. All shares of Class A Common Stock issuable upon the automatic conversion of the Class B Common Stock will, upon issuance, be fully paid and nonassessable.

(c) All of the outstanding shares of Class D Common Stock and Class E Common Stock shall be converted into Class C Common Stock without any further action on the part of the Corporation or any holder of Class D Common Stock, Class E Common Stock or Class C Common Stock immediately prior to the time of and subject to the closing and funding of a Qualified Public Offering. Thereupon, (i) each share of Class D Common Stock held by such holder or holders shall automatically be converted, without any further action on the part of the holder thereof, into a number of shares of Class C Common Stock equal to the number of outstanding shares of Class D Common Stock and (ii) each share of Class E Common Stock held by such holder or holders shall automatically be converted, without any further action on the part of the holder thereof, into a number of

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shares of Class C Common Stock equal to the number of outstanding shares of Class E Common Stock, and the stock certificates formerly representing such shares of Class D Common Stock and Class E Common Stock shall thereafter be deemed to represent such number of shares of Class C Common Stock. The Corporation shall, at all times, reserve and keep available, solely for the purpose of issuance upon automatic conversion of outstanding shares of Class D Common Stock and Class E Common Stock, such number of shares of Class C Common Stock as may be issuable upon conversion of all such outstanding shares of Class D Common Stock and Class E Common Stock; provided, however, that the Corporation may deliver shares of Class C Common Stock which are held in the treasury of the Corporation for shares of Class D Common Stock and Class E Common Stock converted. All shares of Class C Common Stock issuable upon the automatic conversion of the Class D Common Stock and Class E Common Stock will, upon issuance, be fully paid and nonassessable.

(d) Immediately after all of the outstanding shares of Class D Common Stock and Class E Common Stock are converted into Class C Common Stock pursuant to paragraph (c) above, all of the outstanding shares of Class C Common Stock shall be converted into Class A Common Stock without any further action on the part of the Corporation or any holder of Class C Common Stock or Class A Common Stock immediately prior to the time of and subject to the closing and funding of a Qualified Public Offering. Thereupon, each share of Class C Common Stock held by such holder or holders shall automatically be converted, without any further action on the part of the holder thereof, into a number of shares of Class A Common Stock equal to the number of outstanding shares of Class C Common Stock, and the stock certificates formerly representing such shares of Class C Common Stock shall thereafter be deemed to represent such number of shares of Class A Common Stock. The Corporation shall, at all times, reserve and keep available, solely for the purpose of issuance upon automatic conversion of outstanding shares of Class C Common Stock, such number of shares of Class A Common Stock as may be issuable upon conversion of all such outstanding shares of Class C Common Stock; provided, however, that the Corporation may deliver shares of Class A Common Stock which are held in the treasury of the Corporation for shares of Class C Common Stock converted. All shares of Class A Common Stock issuable upon the automatic conversion of the Class C Common Stock will, upon issuance, be fully paid and nonassessable.

(e) (1) The following provisions shall be applicable to the Preferred Stock.

(2) The Preferred Stock shall rank senior in right of preference to all shares of Common Stock and all other capital stock of the Corporation, whether now or hereafter authorized or issued (other than Equity Securities approved pursuant to Article 4(e)(6), with respect to dividends, distributions, liquidation, dissolution or winding up. The Preferred Stock shall have the relative preferences with respect to each other for dividends, distributions, liquidation, dissolution and winding up as set forth in this Certificate of Incorporation.

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(3) Dividends for the Preferred Stock:

(A) The holders of Preferred Stock shall be entitled to receive with respect to each share of Preferred Stock, out of any funds or assets legally available for that purpose, cash dividends at the annual rate of eight percent (8.0%) of the Accreted Value per share (the “Dividend Rate”), based on a 365-day year, prior and in preference to any declaration or payment of any dividend (payable other than solely in Common Stock or other securities and rights convertible into or entitling the holder of such rights to receive solely shares of Common Stock) on the Common Stock or other Equity Securities ranking junior to the Preferred Stock with respect to dividends or distributions. Such dividends shall be payable when, as and if declared by the Board of Directors of the Corporation and shall be payable to the holders of record of the Preferred Stock as their names appear on the share register of the Corporation on such record date as shall be designated by the Board of Directors of the Corporation. Such dividends shall be cumulative from the date of issuance of each such share of Preferred Stock, shall cumulate and accrue on a daily basis and shall, until paid, compound additional dividends on a quarterly basis in arrears on each March 31, June 30, September 30, and December 31 of each year (each a “Dividend Accrual Date”) at the Dividend Rate. Such dividends shall accrue whether or not earned or declared by the Board of Directors, and whether or not there are profits, surplus, or other funds legally available for the payment of dividends.

(B) On any Dividend Accrual Date occurring on any December 31, if the Preferred Stock is treated as preferred stock that is mandatorily redeemable and subject to current inclusion of taxable income under Section 305(c) of the Code, the Corporation shall pay, to the fullest extent permitted by law, a cash dividend per share of Preferred Stock in an aggregate amount equal to (i) forty percent (40%) of the lesser of (A) the quotient of the Profits as of the year ended on such December 31 divided by the then number of outstanding shares of Preferred Stock or (B) all dividends that have accrued (whether paid, accrued and unpaid, or declared and unpaid) on such share during the year ending on such December 31 less (ii) cash dividends paid with respect to such share during the year ending such December 31. To the extent that the Corporation has not determined the Profits of the Corporation for such year as of the applicable record date and has determined in good faith that it is not reasonably certain that it will have Profits sufficient to obligate the Corporation to pay the cash dividends required hereby, the Corporation may defer the payment of such dividend to the earlier of the date of such determination or March 31 of the year following the year in which such dividend was to be paid, but such deferred cash portion of the dividend shall accrue additional dividends thereon at the Dividend Rate. Any cash dividends paid pursuant to this Article 4(e)(3)(B) shall be deemed to be a part of, and not in addition to, other dividends contemplated by Article 4(e)(3)(B).

(C) As long as shares of Preferred Stock are outstanding and, if shares of Preferred Stock have been converted, until such time as the holder thereof has received the Preference Amount in respect thereof, (i) no dividend or distribution (other than a dividend payable solely in Common Stock or other securities and rights convertible into or entitling the holder of such rights to receive solely shares of Common Stock of the Corporation) shall be declared or paid on any Common Stock or other Equity Securities ranking junior to the Preferred Stock with respect to dividends or distributions and (ii) no shares of Common Stock or other Equity Securities ranking junior to the Preferred Stock with respect to dividends or distributions shall be purchased, redeemed, or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption, or

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acquisition of any such shares of Common Stock or other Equity Securities; provided, that this restriction shall not apply to the repurchase of Equity Securities from directors, employees, or consultants of the Corporation or a subsidiary pursuant to agreements under which the Corporation has the option to repurchase such shares upon the occurrence of certain events, such as the termination of service to the Corporation or a subsidiary or (C) dividends, distributions, purchases, redemptions or acquisitions for which the Corporation has been approved by the stockholders of the Corporation.

(D) If, after dividends on the full preferential amounts specified in this Article 4(e)(3) for the Preferred Stock have been paid or declared and set apart, the Board of Directors shall declare additional dividends out of funds legally available for payment of dividends in that calendar year, then the aggregate amount of such additional dividends shall be distributed to the holders of Common Stock entitled to dividends and to the holders of Preferred Stock pro rata according to the numbers of shares of Common Stock entitled to dividends held by such holders, where each holder of shares of Preferred Stock is treated for this purpose as holding the greatest whole number of shares of Common Stock which would be issuable upon conversion of all shares of Preferred Stock held by such holder if the Preferred Stock were then converted at the Conversion Ratio then in effect pursuant to Article 4(e)(5).

(4) Distributions for the Preferred Stock upon a Liquidation Event

(A) Preference Amount for the Preferred Stock.

(i) Purchase Price Preference Amount. Upon the occurrence of a Liquidation Event, the holders of the Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock shall be entitled to receive, prior and in preference to any payment or distribution and setting apart for payment or distribution of any of the assets or funds to the holders of the Series C Preferred Stock, the Common Stock or other Equity Securities ranking junior to the Preferred Stock with respect to such Liquidation Event, an amount (the “Purchase Price Preference Amount”) for each share of Series A Preferred Stock, Series B Preferred Stock or Series D Preferred Stock then held by them equal to the Series A PIK Amount, the Series B Purchase Price or Series D Purchase Price, respectively. If, upon any such Liquidation Event, the assets and funds legally available for distribution among the holders of all outstanding shares of the Preferred Stock shall be insufficient to permit the payment in full to such holders of the Purchase Price Preference Amount to which they are entitled, then the entire assets and funds legally available for distribution shall be distributed among the holders of the Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock ratably in proportion to the aggregate number of shares of Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock held by them. In the event the proceeds from such Liquidation Event exceed the amount legally available for such payment, the Corporation shall use its reasonable best efforts to take or cause to be taken such actions as shall permit the Corporation to satisfy in full the Purchase Price Preference Amount as promptly as possible after the effective date of such Liquidation Event.

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(ii) Dividend Preference Amount. If the assets and funds legally available for distribution to the Corporation’s stockholders exceed the aggregate Purchase Price Preference Amount payable to the holders of Preferred Stock pursuant to Article 4(e)(4)(A)(i) then, after the payments required by Article 4(e)(4)(A)(i) shall have been made or irrevocably set apart for payment, the holders of the Preferred Stock shall be entitled to receive, prior and in preference to any payment or distribution and setting apart for payment or distribution of any of the assets or funds to the holders of the Common Stock or other Equity Securities ranking junior to the Preferred Stock with respect to such Liquidation Event, an amount (the “Dividend Preference Amount” and, together with the Purchase Price Preference Amount, the “Preference Amount”) for each share of Preferred Stock then held by them equal to (x) in the case of each share of Series A Preferred Stock, the accrued and unpaid dividends on such share of Series A Preferred Stock that accrued from and after August 10, 2007 and (y) in the case of each share of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, the accrued and unpaid dividends on such share of Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock, respectively, that accrued from and after the date of its issuance, in each case as of the date of such Liquidation Event. If, following the payment or the irrevocable setting apart for payment of the amounts required by Article 4(e)(4)(A)(i), the remaining assets and funds legally available for distribution among the holders of all outstanding shares of the Preferred Stock shall be insufficient to permit the payment in full to such holders of the Dividend Preference Amount to which they are entitled, then such remaining assets and funds shall be distributed among the holders of the Preferred Stock ratably in proportion to the aggregate number of shares of Preferred Stock held by them. In the event such remaining assets and funds exceed the amount legally available for such payment, the Corporation shall use its reasonable best efforts to take or cause to be taken such actions as shall permit the Corporation to satisfy in full the Dividend Preference Amount as promptly as possible after the effective date of such Liquidation Event.

(iii) Form of Preference Amount. Unless otherwise agreed to by the stockholders of the Corporation, all payments or distributions to the holders of Preferred Stock in satisfaction of the Preference Amount shall be (A) cash or (B) freely tradable common stock (with no restrictions on disposition imposed by applicable law or contract) listed on the New York Stock Exchange or admitted to trading and quoted in the Nasdaq National Market System, of a corporation with a market value of its outstanding common stock owned by non-affiliates in excess of $50,000,000; provided, that the proportion of such common stock to cash paid or distributed to the holders of the Preferred Stock in satisfaction of the Preference Amount shall not be greater than the proportion of all such common stock to the aggregate cash payable or distributable upon such Liquidation Event.

(B) Participation. If the assets and funds legally available for distribution to the Corporation’s stockholders exceed the aggregate Preference Amount payable to the holders of Preferred Stock pursuant to Article 4(e)(4)(A), then, after the payments required by Article 4(e)(4)(A) shall have been made or irrevocably set apart for payment, the remaining assets and funds available for distribution to the Corporation’s stockholders (the “Waterfall Amount”) shall be divided into two separate amounts, (i) one amount (the “Series A Waterfall Amount”) determined by multiplying the Waterfall Amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock then outstanding and the denominator of which is the number of shares of Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock then outstanding, and (ii) the other amount (the “Series B Waterfall Amount”) determined by multiplying the Waterfall Amount

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by a fraction, the numerator of which is the number of shares of Series B Preferred Stock and Series D Preferred Stock then outstanding and the denominator of which is the number of Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock then outstanding.

(i) The Series A Waterfall Amount shall be distributed ratably among the holders of the Series A Preferred Stock and Class A Common Stock in proportion to the number of shares of Class A Common Stock then held by them until each share of Series A Preferred Stock receives an aggregate amount of payments under this Article 4(e)(4) equal to all accrued but unpaid dividends on such share plus two (2) times the Series A Purchase Price, where each holder of shares of Series A Preferred Stock is treated for this purpose as holding the greatest whole number of shares of Class A Common Stock which would be issuable upon conversion of all shares of Series A Preferred Stock held by such holder if the Series A Preferred Stock were then convertible at the Conversion Ratio then in effect (it being acknowledged that references in this Article Fourth to Class A Common Stock issuable, or which would be issuable, upon conversion of shares of Series A Preferred Stock at the Conversion Ratio then in effect (or words to such effect) refers to shares of Class A Common Stock issuable, or that would be issuable, pursuant to Article 4(e)(5)(B)(i)(y) and does not refer to the additional consideration payable upon conversion pursuant to Article 4(e)(5)(B)(i)(x) (regardless of whether shares of Class A Common Stock are issued in respect thereof by virtue of Article 4(e)(5)(B)(ii) or otherwise)), and, thereafter, ratably to the holders of the Series A Preferred Stock, Class A Common Stock and Class B Common Stock in proportion to the number of shares of Class A Common Stock and Class B Common Stock then held by them, where each holder of shares of Series A Preferred Stock is treated for this purpose as holding the greatest whole number of shares of Class A Common Stock which would be issuable upon conversion of all shares of Series A Preferred Stock held by such holder if the Series A Preferred Stock were then convertible at the Conversion Ratio then in effect;

(ii) The Series B Waterfall Amount shall be distributed ratably among the holders of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Class C Common Stock in proportion to the number of shares of Class C Common Stock then held by them until each share of Series B Preferred Stock and Series D Preferred Stock receives an aggregate amount of payments under this Article 4(e)(4) equal to all accrued but unpaid dividends on such share plus two (2) times the Series B Purchase Price where each holder of shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock is treated for this purpose as holding the greatest whole number of shares of Class C Common Stock which would be issuable upon conversion of all shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock held by such holder if the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock were then convertible at the Conversion Ratio then in effect (it being acknowledged that references in this Article Fourth to Class C Common Stock issuable, or which would be issuable, upon conversion of shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock at the Conversion Ratio then in effect (or words to such effect) refers to shares of Class C Common Stock issuable, or that would be issuable, pursuant to Article 4(e)(5)(B)(i)(y) and does not refer to the additional consideration payable upon conversion pursuant to Article 4(e)(5)(B)(i)(x) (regardless of whether shares of Class C Common Stock are issued in respect thereof by virtue of Article 4(e)(5)(B)(ii) or otherwise)), and, then, ratably to the holders of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Class C Common

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Stock and Class D Common Stock in proportion to the number of shares of Class C Common Stock and Class D Common Stock then held by them until each share of Series B Preferred Stock and Series D Preferred Stock, respectively, receives an aggregate amount of payments under this Article 4(e)(4) equal to all accrued but unpaid dividends on such share plus four (4) times the Series B Purchase Price where each holder of shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock is treated for this purpose as holding the greatest whole number of shares of Class C Common Stock which would be issuable upon conversion of all shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock held by such holder if the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock were then convertible at the Conversion Ratio then in effect, and, thereafter, ratably to the holders of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Class C Common Stock, Class D Common Stock and Class E Common Stock in proportion to the number of shares of Class C Common Stock, Class D Common Stock and Class E Common Stock then held by them, where each holder of shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock is treated for this purpose as holding the greatest whole number of shares of Class C Common Stock which would be issuable upon conversion of all shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock held by such holder if the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock were then convertible at the Conversion Ratio then in effect.

(C) Liquidation Notice. The Corporation shall give written notice of any Liquidation Event (or any transaction which might reasonably be deemed to give rise to a Liquidation Event) to each holder of Preferred Stock not less than twenty (20) days prior to the date stated in such notice for the distribution and payment of the amounts provided in this Article 4(e)(4).

(5) Conversion Rights.

(A) Qualified Public Offering Conversion. Upon and immediately prior to the closing of a Qualified Public Offering, all outstanding shares of Series A Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Class A Common Stock and cash and all outstanding shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Class C Common Stock and cash in accordance with Article 4(e)(5)(B), without any further act of the Corporation or any holders of Preferred Stock.

(B) Calculation of Shares of Common Stock and Cash Issuable Upon Conversion.

(i) For purposes of Article 4(e)(5)(A) above, each share of Preferred Stock shall convert into (x) cash in the amount of the Preference Amount attributable to such share as of the date of consummation of the Qualified Public Offering except to the extent shares of Common Stock are issued in lieu thereof pursuant to Article 4(e)(5)(B)(ii), plus (y) the number of shares of Common Stock into which such share of Preferred Stock would be convertible if such share were convertible at the consummation of the Qualified Public Offering at the Conversion Ratio at that time in effect.

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(ii) The Corporation shall deliver to the holders of record of the Preferred Stock at least thirty (30) days’, but no more than one hundred eighty (180) days’, prior written notice of the possibility of a Qualified Public Offering, in which event each Qualified Holder may give the Corporation written notice within fifteen (15) days of receipt of such notice that such Qualified Holder elects to receive, in lieu of the cash otherwise receivable pursuant to Article 4(e)(5)(B)(i)(x), a number of shares of Class A Common Stock or Class C Common Stock (as applicable) calculated by dividing (x) the Preference Amount attributable to such Qualified Holder’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock (as applicable) as of the date of consummation of such Qualified Public Offering, by (y) the initial public offering price of the Class A Common Stock in the Qualified Public Offering less all underwriters’ discounts and commissions (rounded down to the nearest whole share), with such shares of Class C Common Stock immediately thereafter to be converted into shares of Class A Common Stock in accordance with paragraph (d) of this Article 4, and if the Qualified Public Offering is so consummated, then the Qualified Holders which gave such notice shall receive such shares of Class A Common Stock in lieu of the cash receivable pursuant to Article 4(e)(5)(B)(i)(x), and all other holders of Preferred Stock shall receive the cash payment provided in Article 4(e)(5)(B)(i)(x).

(C) Mechanics of Conversion. Upon the date of consummation of a Qualified Public Offering (the “Conversion Date”), the outstanding shares of the Preferred Stock shall be converted into the property referred to in Article 4(e)(5)(B) automatically without any action by the Corporation or the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent for the Preferred Stock; provided, that the Corporation shall not be obligated to issue to any holder certificates representing the shares of Common Stock issuable upon such conversion unless certificates representing the shares of Preferred Stock, endorsed directly or through stock powers to the Corporation or in blank and accompanied with appropriate evidence of the signatory’s authority, are delivered to the Corporation or any transfer agent of the Corporation for the Preferred Stock. If the certificate representing shares of Common Stock issuable upon conversion of shares of the Preferred Stock is to be issued in a name other than the name on the face of the certificate representing such shares of the Preferred Stock, such certificate shall be accompanied by such evidence of the assignment and such evidence of the signatory’s authority with respect thereto as deemed appropriate by the Corporation or its transfer agent for the Preferred Stock and such certificate shall be in proper form for transfer and endorsed directly or through stock powers to the person in whose name the Common Stock is to be issued or to the Corporation or in blank. Conversion shall be deemed to have been effected on the date of consummation of the Qualified Public Offering. Subject to the provisions of Article 4(e)(5)(E)(iv), as promptly as practicable after the Conversion Date (and after surrender of the certificate or certificates representing shares of the Preferred Stock to the Corporation or any transfer agent of the Corporation for the Preferred Stock in the case of any such conversion), the Corporation shall issue and deliver to or upon the written order of such holder a certificate or certificates for the number of whole shares of Common Stock to which such holder is entitled upon such conversion, rounded to the nearest whole share of Common Stock. The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a holder of record of such shares of Common Stock on the Conversion Date.

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(D) Fractional Shares. If any fractional interest in a share of Common Stock would, except for the provisions of this Article 4(e)(5)(D), be deliverable upon any conversion of shares of Preferred Stock, the Corporation, in lieu of delivering such fractional share of Common Stock, shall pay an amount in cash to the holder of such fractional interest equal to the price per share to the public in the Qualified Public Offering multiplied by such fractional interest as of the Conversion Date. All shares of Common Stock issuable to a holder shall be aggregated for purposes of determining whether a fractional interest shall result from any conversion.

(E) Conversion Price Adjustments. The Conversion Price shall be subject to adjustment from time to time as follows:

(i) Common Stock Issued at less than Conversion Price. If and whenever, on or after the date hereof, the Corporation issues or sells, or is deemed to have issued or sold, any shares of its Common Stock (other than Excluded Stock) for consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then immediately upon such issue or sale, the Conversion Price shall be reduced to the price determined by multiplying the Conversion Price in effect immediately prior to such time by a fraction:

(A) the numerator of which shall be (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (y) the number of shares of the same class of Common Stock which the aggregate consideration received by the Corporation for the total number of additional shares of Common Stock so issued or sold would purchase at the Conversion Price in effect immediately prior to such issue or sale; and

(B) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale.

For purposes of this Article 4(e)(5)(E), “Excluded Stock” means shares of Common Stock and options, warrants or similar rights to acquire Common Stock (in each case as adjusted for any stock splits, stock dividends, recapitalizations, combinations or similar transactions) (i) issued upon conversion of shares of Preferred Stock or Common Stock, and (ii) issued pursuant to stock splits, stock dividends, recapitalizations, reorganizations, mergers or consolidations contemplated by Article 4(e)(5)(E)(iii) or Article 4(e)(5)(E)(iv). For purposes of this Article 4(e)(5)(E), outstanding shares of Preferred Stock will be deemed convertible at all times into shares of Common Stock, where each share of Preferred Stock is deemed convertible into the greatest whole number of shares of Common Stock which would be issuable upon conversion of such share of Preferred Stock if the Preferred Stock were then convertible at the Conversion Ratio then in effect.

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(ii) Options and Convertible Securities. For purposes of determining the adjusted Conversion Price under Article 4(e)(5)(E). the following shall be applicable:

(A) If the Corporation in any manner issues or grants any options, warrants, or similar rights (“Options”) to purchase or acquire Common Stock or Equity Securities convertible or exchangeable, with or without consideration, into or for Common Stock (“Convertible Securities”) and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share on the date of such issuance or grant. For purposes of this subsection, the “price per share for which Common Stock is issuable” shall be determined by dividing (1) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange of such Convertible Securities, by (2) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(B) If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share on the date of such issuance or sale. For the purposes of this subsection, the “price per share for which Common Stock is issuable” shall be determined by dividing (1) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange of such Convertible Securities, by (2) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Article Fourth, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

(C) If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Conversion Price in effect at the time

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of such change shall be readjusted to the Conversion Price which would have been in effect at such time had an adjustment been made upon the issuance or sale of such Options or Convertible Securities still outstanding on the basis of such changed purchase price, additional consideration, or changed conversion rate, as the case may be, at the time initially granted, issued, or sold.

(D) Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security without the exercise of any such Option or right, the Conversion Price then in effect shall be adjusted to the Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued.

(E) If any Common Stock, Option, or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received for such Common Stock, Option, or Convertible Security shall be deemed to be the net amount received by the Corporation for such Common Stock, Option, or Convertible Security. In case any Common Stock, Options, or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the Current Market Price of such Common Stock, Options, or Convertible Securities as of the date of receipt. If any Common Stock, Option, or Convertible Security is issued in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration for such Common Stock, Option, or Convertible Security shall be deemed to be the Current Market Price of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options, or Convertible Securities, as the case may be.

(F) In case any Option is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties to such transaction, the Option shall be deemed to have been issued for a consideration of $0.001.

(G) The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account of the Corporation or any subsidiary of the Corporation, and the disposition to any person other than the Corporation or any subsidiary of the Corporation of any shares so owned or held shall be considered an issue or sale of Common Stock.

(H) If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (I) to receive a dividend or other distribution payable in Common Stock, Options, or Convertible Securities or (2) to subscribe for or purchase Common Stock, Options, or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

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(iii) Subdivision or Combination of Common Stock. If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced so that the conversion of the Preferred Stock after such time shall entitle the holder to receive the aggregate number of shares of Common Stock or other securities of the Corporation which, if the Preferred Stock had been converted immediately prior to such time, such holder would have owned upon such conversion and been entitled to receive by virtue of such stock split, stock dividend, recapitalization, merger, consolidation or otherwise, and if the Corporation at any time combines (by reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased.

(iv) Reorganization, Mergers, Consolidations, or Sales of Assets. Subject to Article 4(e)(4), if at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Article 4(e)(5)(E) or that constitutes a Liquidation Event), or a merger or consolidation of the Corporation with or into another entity (other than a merger or consolidation that constitutes a Liquidation Event) then, as a part of such reorganization, merger, or consolidation, provision shall be made so that the holders of the Preferred Stock shall, after such reorganization, merger, or consolidation, be entitled to receive upon conversion of the Preferred Stock (A) the consideration payable pursuant to Article 4(e)(5)(B)(i)(x) and (B) shares of stock of the Corporation, or of the successor entity resulting from such merger or consolidation, or other securities and/or property which the Common Stock issuable upon conversion of the Preferred Stock pursuant to Article 4(e)(5)(B)(i)(y) at the then Conversion Ratio (as in effect immediately prior to such reorganization, merger or consolidation) would have been entitled to receive upon such reorganization, merger or consolidation if such shares were then converted at the Conversion Ratio at that time, and Common Stock issuable in connection with a conversion of the Preferred Stock after such reorganization, merger or consolidation shall refer to the shares of stock, other securities and/or property to be issued in respect of Common Stock in connection with such reorganization, merger or consolidation. If the holders of Common Stock have the right to elect the kind and amount of consideration receivable upon consummation of such transaction, then the holders of the Preferred Stock, in connection with such transaction and at the same time holders of Common Stock are allowed to make such election, shall be given the right to make a similar election with respect to the consideration into which the Preferred Stock shall thereafter be convertible.

(v) Certain Events; No Impairment. If any event occurs of the type contemplated by the provisions of this Article 4(e)(5)(E) but not expressly provided for by such provisions, then the Board of Directors of the Corporation shall make an appropriate adjustment in the Conversion Price so as to protect the rights of the holders of shares of Preferred Stock. The Corporation shall not avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Certificate of Designations by the Corporation but shall at all times in good faith use its reasonable best efforts in the carrying out of all the provisions of this Article 4(e)(5)(E) and in the taking of all actions that may be necessary or appropriate to protect the voting and other rights of the holders of the Preferred Stock against impairment.

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(vi) Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In any case in which the provisions of this Article 4(e)(5)(E) shall require that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence of such event (A) issuing to the holder of any share of the Preferred Stock converted after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the shares of Common Stock issuable upon such conversion before giving effect to such adjustment and (B) paying to such holder any amount of cash in lieu of a fractional share of Common Stock pursuant to Article 4(e)(5)(D); provided, that the Corporation upon request shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment.

(F) Statement Regarding Adjustments. Whenever the Conversion Price shall be adjusted as provided in Article 4(e)(5)(E), the Corporation shall forthwith file, at the office of any transfer agent for the Preferred Stock and at the principal office of the Corporation, a statement showing in detail the facts requiring such adjustment and the Conversion Price that shall be in effect after such adjustment, and the Corporation shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to each holder of shares of the Preferred Stock at its address appearing on the Corporation’s records. Each such statement shall be signed by the Corporation’s chief financial officer. Where appropriate, such copy may be given in advance and may be included as part of a notice required to be mailed under the provisions of Article 4(e)(5)(G). The Corporation shall, upon written request at any time of any holder of any shares of Preferred Stock, furnish or cause to be furnished to such holder a certificate setting forth (i) all adjustments and readjustments to the Conversion Price, (ii) the Conversion Ratio at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such holder’s shares of Preferred Stock if such shares were converted at such time at the Conversion Ratio at that time in effect.

(G) Notice to Holders. In the event the Corporation shall propose to take any action of the type described in subsections (i) (but only if the action of the type described in subsection (i) would result in an adjustment in the Conversion Price), (iii) or (iv) of Article 4(e)(5)(E), the Corporation shall give notice to each holder of shares of the Preferred Stock, in the manner set forth in Article 4(e)(5)(F), which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect on the Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable upon conversion of shares of the Preferred Stock. Except as otherwise provided herein, (x) in the case of any action that would require the fixing of a record date, such notice shall be given at least five (5) days prior to the date so fixed; and (y) in the case of all other action, such notice shall be given at least five (5) days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action.

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(H) Costs. The Corporation shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of shares of Common Stock upon conversion of any shares of the Preferred Stock or deemed issuances pursuant to this Article 4(e)(5); provided, that the Corporation shall not be required to pay any federal or state income taxes or other taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of the shares of the Preferred Stock in respect of which such shares are registered with the Corporation.

(I) Reservation of Common Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of shares of Preferred Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Preferred Stock, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(J) Notice. Any notice required by the provisions of this Article 4(e)(5) to be given to the holders of shares of the Preferred Stock shall be deemed given upon personal delivery, upon delivery by nationally recognized overnight delivery service with proof of receipt maintained or five (5) business days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, and addressed to each holder of record at such holder’s address appearing on the Corporation’s books.

(K) Registration of Transfer. The Corporation shall keep at its principal office a register for the registration of shares of Preferred Stock. Upon the surrender of any certificate representing shares of Preferred Stock at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange for such surrendered certificate representing in the aggregate the number of shares of Preferred Stock represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of shares of Preferred Stock as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the shares of Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such shares of Preferred Stock represented by the surrendered certificate.

(L) Replacement. Upon receipt of evidence of the ownership and the loss, theft, destruction, or mutilation of any certificate evidencing shares of Preferred Stock and, in the case of any such loss, theft, or destruction, an indemnity reasonably satisfactory to the Corporation or, in the case of any mutilation, upon surrender of such certificate the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of Preferred Stock represented by such lost, stolen, destroyed, or mutilated certificate, and dividends shall accrue on the shares of Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed, or mutilated certificate.

US 211877v.1 19

(6) Voting Rights. The holders of shares of Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock shall be entitled to vote with the holders of the Common Stock on all matters submitted to a vote of stockholders of the Corporation, except as otherwise expressly provided by applicable law, in this Certificate of Incorporation. Each holder of shares of Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock shall be entitled to the number of votes equal to the largest number of full shares of Common Stock into which all shares of Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock held of record by such holder could then be converted at the Conversion Ratio if such shares of Preferred Stock were convertible at the record date for the determination of the stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is first executed. The holders of shares of Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation. The holders of shares of Series C Preferred Stock shall not be entitled to any voting rights with respect to such shares until such time as they have become converted into shares of Class C Common Stock in accordance with Article Fourth.

FIFTH. The Corporation shall have perpetual existence.

SIXTH. Elections of directors need not be by written ballot unless the bylaws of the Corporation so provide.

SEVENTH. The Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.

EIGHTH. A director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware Code, or (d) for any transaction from which the director derived an improper personal benefit. If the Delaware Code is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided in this Amended and Restated Certificate of Incorporation, shall be eliminated or limited to the fullest extent permitted by the Delaware Code as so amended. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. To the fullest extent permitted by applicable law, the Corporation is also authorized to provide indemnification of (and advancement of expenses to) its agents (and any other persons to which Delaware law permits this Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested

US 211877v.1 20

directors, or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the Delaware Code, subject only to limits created by applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to this Corporation, its stockholders, and others. Any repeal or modification of any of the provisions of this Article shall not adversely affect any right or protection of a director, officer, agent, or other person existing at the time of, or increase the liability of any director of this Corporation with respect to any acts or omissions of such director, officer, or agent occurring prior to, such repeal or modification.

NINTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

TENTH. (a) The number of directors of the Corporation shall be fixed and may be altered from time to time as provided in the bylaws of the Corporation. If the number of directors is decreased by resolution of the Board of Directors pursuant to the bylaws, in no case shall the decrease shorten the term of any incumbent director.

(b) A director shall hold office until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement or removal from office. Any newly created directorship resulting from an increase in the number of directors and any other vacancy on the Board of Directors, however caused, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected by one or more directors to fill a newly created directorship or other vacancy shall hold office until the next succeeding annual meeting of stockholders and until his or her successor shall have been elected and qualified.

(c) Advance notice of nominations for the election of directors, other than nominations by the Board of Directors or a committee thereof, shall be given to the Corporation in the manner provided from time to time in the bylaws.

ELEVENTH. The Corporation hereby elects not to be subject to the provisions of Section 203 of the Delaware Code.

TWELFTH. Holders of the outstanding shares of a class or series shall not be entitled to vote separately as a class with respect to any matter once submitted to the stockholders for a vote, including proposed amendments to this Amended and Restated Certificate of Incorporation, except as expressly provided in this Amended and Restated Certificate of Incorporation, including any resolutions adopted by the Board of Directors establishing a series of preferred stock, or to the extent required by law. In furtherance of the foregoing, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote irrespective of Section 242(b)(2) of the Delaware Code and without a separate class vote of the Common Stock, subject to any additional vote required by any resolutions adopted by the Board of Directors establishing a series of preferred stock.

US 211877v.1 21

THIRTEENTH. The capitalized terms in this ARTICLE THIRTEENTH shall have the meanings ascribed to them below in subsection (c) of this ARTICLE THIRTEENTH.

(a) The Corporation hereby renounces any interest or expectancy in any business opportunity, transaction or other matter in which any member of the Investor Group (as defined below) participates or desires or seeks to participate in, including any that involves any aspect of the oil and natural gas business or industry (each, a “Renounced Business Opportunity”). No member of the Investor Group, including any Investor Nominee, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Corporation, and any member of the Investor Group may pursue a Renounced Business Opportunity.

(b) Any Person purchasing or otherwise acquiring any interest in shares of the capital stock of the Corporation shall be deemed to have consented to these provisions.

(c) As used in this ARTICLE THIRTEENTH, the following definitions shall apply:

(1) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended.

(2) “Investor Group” means Warburg, Yorktown, Trilantic or any of their respective Affiliates (other than the Corporation and its subsidiaries), any Investor Nominee, and any portfolio company in which Warburg, Yorktown, Trilantic or any of their respective Affiliates has an equity investment (other than the Corporation and its subsidiaries).

(3) “Investor Nominee” means any officer, director, partner, employee or other agent of Warburg, Yorktown, Trilantic or any of their respective Affiliates (other than the Corporation and its subsidiaries) who serves as a director of the Corporation and any other director of the Corporation who is not then an officer of the Corporation.

(4) “Person” means an individual, partnership, limited partnership, limited liability company, foreign limited liability company, trust, estate, corporation, custodian, trustee executor, administrator, nominee or entity.

(5) “Trilantic” means each of TCP Capital Partners V AIV I L.P., Trilantic Capital Partners Fund (B) AIV I L.P., Trilantic Capital Partners Fund AIV I L.P., Trilantic Capital Partners AIV I L.P., Trilantic Capital Partners Fund III Onshore Rollover L.P., LB DPEF 2004 Partners LP, Trilantic Capital Partners Fund IV Funded Rollover L.P., TCP Capital Partners VI L.P., Trilantic Capital Partners Group VI L.P., Trilantic Capital Partners IV L.P., Coleman Andrews SP Trust, John E. Bush, Gard Investment Company LLC, Howard H. Leach Living Trust, Stephen Wolf and LB I Group Inc.

US 211877v.1 22

(6) “Warburg” means each of Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII I, C.V., Warburg Pincus Germany Private Equity VIII, K.G., WP WPVIII Investors, L.P. and WP Antero LLC.

(7) “Yorktown” means Yorktown Energy Partners V, L.P., Yorktown Energy Partners VI, L.P., Yorktown Energy Partners VII, L.P. and Yorktown Energy Partners VIII, L.P.

* * *

US 211877v.1 23

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been duly executed by the undersigned President and Secretary of the Corporation this 30^th day of December, 2009.

ANTERO RESOURCES MIDSTREAM CORPORATION
By:	/s/ Glen C. Warren, Jr.
Name:	Glen C. Warren, Jr.
Title:	President, Chief Financial Officer and Secretary

SIGNATURE PAGE TO

ANTERO RESOURCES MIDSTREAM CORPORATION

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:57 PM 11/05/2010

FILED 05:47 PM 11/05/2010

SRV 101064051 – 4874727 FILE

CERTIFICATE OF OWNERSHIP AND MERGER

OF

ANTERO RESOURCES MIDSTREAM CORPORATION

WITH AND INTO

CARDINAL ARKOMA, INC.

Pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”), Antero Resources Midstream Corporation, a Delaware corporation (the “Subsidiary”), and Cardinal Arkoma, Inc., a Delaware corporation (the “Parent”), adopt the following certificate of merger for the purpose of effecting a merger in accordance with the provisions of the DGCL.

1. The name and state of formation (or incorporation) of each of the constituent entities of the merger is as follows:

Name	State of Formation
Antero Resources Midstream Corporation	Delaware
Cardinal Arkoma, Inc.	Delaware

2. The Parent owns 100% of the issued and outstanding shares of the common stock of the Subsidiary.

3. Pursuant to Section 253 of the DGCL, the board of directors of the Parent adopted resolutions authorizing the merger of the Subsidiary with and into the Parent by written consent. A copy of such resolutions, which were adopted as of November 5, 2010, is attached as Exhibit A hereto.

4. The name of the surviving corporation shall be:

Cardinal Arkoma, Inc.

5. The articles of incorporation of the Parent, as in effect immediately prior to the Effective Time, shall be and continue to be the articles of incorporation of the Parent after the merger.

[Signature Page Follows]

514883 000005 DALLAS 2672799.1

Executed this 5th day of November, 2010.

CARDINAL ARKOMA, INC.
By:	/s/ Douglas E. Dormer, Jr.
	Douglas E. Dormer, Jr.,
	President

006632 000105 DALLAS 24481512

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:27 PM 12/20/2012

FILED 11:27 PM 12/20/2012

SRV 121375366 – 4874727 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CARDINAL ARKOMA, INC.

CARDINAL ARKOMA, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify:

FIRST: That by written consent of the board of directors dated December 20, 2012, a resolution was duly adopted setting forth a proposed amendment to the Certificate of Incorporation of the Company, declaring said amendment to be advisable and calling for consideration of said proposed amendment by the stockholder of the Company. The resolution setting forth the amendment is as follows:

RESOLVED, that Article First of the Certificate of Incorporation of the Company be amended so that the same, as amended, reads as follows:

FIRST. The name of this corporation is APL Arkoma, Inc. (the “Corporation”).

RESOLVED, that Article Second of the Certificate of Incorporation of the Company be amended so that the same, as amended, reads as follows:

SECOND: The address of the Company’s registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of the Company’s registered agent at such address is The Corporation Trust Company

SECOND: _;That thereafter, pursuant to the resolution of the board of directors, the proposed amendment was approved by the stockholders of the Company by written consent dated December 20, 2012.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by Robert W. Karlovich, III its Chief Financial Officer, this 20th day of December, 2012.

CARDINAL ARKOMA, INC., a Delaware corporation
By:	/s/ Robert W. Karlovich, III
	Robert W. Karlovich, III, Chief Financial Officer

LW:714775.1

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. The name of the corporation is APL Arkoma, Inc.

2. The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center, 1209 Orange (street), in the City of Wilmington, County of New Castle Zip Code 19801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY.

3. The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Janice Sharpton
	Authorized Office
Name:	Janice Sharpton, Asst. Secretary
	Print or Type

DE023 - 05/23/2012 Wolters Kluwer Online

EX-3.05

Exhibit 3.05

BYLAWS

OF

CARDINAL ARKOMA, INC.

ARTICLE I.

OFFICES

Section 1. The name of the corporation shall be Cardinal Arkoma, Inc. (the “Corporation”). The registered office of the Corporation shall be in the City of Dover, Delaware.

Section 2. The Corporation may also have offices at such other places, both within and outside the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or outside the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or outside the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 2011, shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote, a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Except as otherwise provided by law, written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before each annual meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

514883 000005 DALLAS 2673708.1

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning not less than ten percent (10%) of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the capital stock issued and outstanding and entitled to vote at any meeting of the stockholders, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote at such meeting of the stockholders, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one which, by express provision of the statutes or the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years (3) from its date, unless the proxy provides for a longer period.

Section 11. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, the meeting and vote of stockholders may be dispensed with if all of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken; or if the Certificate of Incorporation or a statute authorizes the action to be taken with the written consent of the holders of less than all of the capital stock who would have been entitled to vote upon the action if a meeting were held, then on the written consent of the stockholders having not less than such percentage of the number of votes as may be authorized in the Certificate of Incorporation or a statute; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent.

514883 000005 DALLAS 2673708.1

ARTICLE III.

DIRECTORS

Section 1. The Board of Directors shall consist of not less than one (1) director, and the exact number of directors which shall constitute the Board of Directors shall be fixed from time to time by resolution of the Board or the stockholders of the Corporation; provided, however, that no decrease in the number of directors constituting the Board shall have the effect of shortening the term of any incumbent director. The first board shall consist of four (4) directors. None of the directors need be stockholders or residents of the State of Delaware.

Section 2. Vacancies and newly created directorships resulting from an increase in the authorized number of directors may be filled by election at an annual or special meeting of stockholders called for that purpose or by the affirmative vote of a majority of the remaining directors, though less than a quorum of the entire Board of Directors, and the directors so chosen shall hold office until the next annual meeting of stockholders or until their successors are duly elected and shall qualify, unless sooner displaced.

Section 3. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things that are not required to be exercised or done by the stockholders by statute, the Certificate of Incorporation or these Bylaws.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

Section 5. The first meeting of each newly elected Board of Directors may be held immediately following and at the same place as the annual meeting of stockholders and notice of such meeting to the newly elected directors shall not be necessary in order to legally constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at that time and place, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors, either within or outside the State of Delaware.

Section 7. Special meetings of the Board of Directors may be called by the President or a majority of the directors. Notice of each special meeting of the Board shall be mailed or transmitted by delivery service to each director, addressed to such director at such director’s residence or usual place of business, at least two (2) days before the day on which the meeting is to be held or shall be sent to such director at such place by telegraph or facsimile telecommunication or be given personally or by telephone, not later than the day before the meeting is to be held, but notice need not be given to any director who shall, either before or after the meeting, submit a signed waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to such director. Every such notice shall state the time and place but need not state the purpose of the meeting.

514883 000005 DALLAS 2673708.1

Section 8. At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. The members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or committee utilizing conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

COMMITTEES OF DIRECTORS

Section 11. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of two (2) or more of the directors of the Corporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that in the absence or disqualification of any member of such committee or committees the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

COMPENSATION OF DIRECTORS

Section 13. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as a director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV.

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, rather, such notice may be given in writing, by mail, addressed to such director or

514883 000005 DALLAS 2673708.1

stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given as set forth in Section 7 of Article III.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V.

OFFICERS

Section 1. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary and may include such other officers with such titles, duties and terms as the Board of Directors may from time to time determine. Such officers may include, but are not limited to, a Treasurer, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers.

Section 2. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose a President and a Secretary, and may choose a Treasurer and one or more Vice Presidents. The Board of Directors or the President at any time may also appoint one or more Assistant Secretaries or Assistant Treasurers.

Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4. The salaries of the President, any Vice President, the Secretary and the Treasurer of the Corporation shall be fixed by the Board of Directors.

Section 5. Except as may be otherwise provided by the Board of Directors or in these Bylaws, each officer of the Corporation shall hold office until the first meeting of directors after the next annual meeting of stockholders following his election or appointment and until his successor is chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

THE PRESIDENT

Section 6. The President, subject to the control of the Board of Directors shall have general supervision of the affairs of the Corporation and shall have general and active control of all its business, and shall see that all orders and resolutions of the Board of Directors and all policies formulated by the Board of Directors are carried into effect. In the event of the absence or disability of the Chairman of the Board, or if such officer shall not have been elected or be serving, the President shall preside when present at meetings of the stockholders and of the Board of Directors. He shall have power and general authority to execute bonds, deeds and contracts in the name of the Corporation; to sign stock certificates; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require and to fix their compensation, subject to the provisions of these Bylaws; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final

514883 000005 DALLAS 2673708.1

action by the authority which shall have elected or appointed him, any officer subordinate to the President; and in general to exercise all the powers usually appertaining to the office of president of a corporation, except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws.

THE VICE PRESIDENTS

Section 7. Each Vice President, if there are any, shall generally assist the President, and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the President or the Board of Directors.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 8. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. Furthermore, the Secretary shall, in the absence of the Treasurer or Assistant Treasurer, perform the duties of the Treasurer unless such duties are otherwise delegated to another officer by the President or the Board of Directors.

Section 9. The Assistant Secretary, if one has been elected, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 10. The Treasurer, if one has been elected, shall have custody of the corporate funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

Section 11. The Treasurer, if one has been elected, shall also disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

Section 12. If required by the Board of Directors, the Treasurer shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 13. The Assistant Treasurer, if one has been elected, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

514883 000005 DALLAS 2673708.1

ARTICLE VI.

CERTIFICATES OF STOCK

Section 1. Every holder of capital stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation, by (a) the President or a Vice President, and (b) the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation, certifying the number of shares owned by him in the Corporation.

Section 2. Where a certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be facsimile. In the event any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFERS OF STOCK

Section 4. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5. In order that the Corporation may determine the stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty days prior to any other action, nor, in the case of determining the stockholders entitled to consent to corporate action without a meeting of stockholders or any adjournment thereof, more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. A determination of stockholders of record entitled to notice of and to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

514883 000005 DALLAS 2673708.1

REGISTERED STOCKHOLDERS

Section 6. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VII.

GENERAL PROVISIONS

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1.

(a) The Corporation may, at the Board of Directors’ sole and absolute discretion, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) The Corporation may, at the Board of Directors’ sole and absolute discretion, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that a court of competent jurisdiction in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court of competent jurisdiction shall deem proper.

514883 000005 DALLAS 2673708.1

(c) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) or (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(d) Any indemnification under subsection (a) or (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

(e) In the event that indemnification is provided under subsection (a) or (b) of this Section 1 of Article VII, expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

(f) The indemnification and advancement of expenses provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Certificate of Incorporation or any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this section.

(h) For purposes of this section, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

514883 000005 DALLAS 2673708.1

DIVIDENDS

Section 2. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 3. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 4. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE VIII.

AMENDMENTS

These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders or at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws is contained in the notice of such special meeting. Subject to the foregoing, these Bylaws may be altered, amended or repealed or new Bylaws may be adopted at any meeting of the Board of Directors by the affirmative vote of a majority of the directors, provided that such proposed action in respect thereof shall be stated in the notice of such meeting.

[Signature Page Follows.]

514883 000005 DALLAS 2673708.1

The undersigned, being the duly elected and qualifying Secretary of the Corporation, hereby certifies that the foregoing Bylaws of the Corporation were duly adopted by the Board of Directors of the Corporation.

/s/ Douglas E. Dormer

Douglas E. Dormer, Secretary

SIGNATURE PAGE TO BYLAWS OF CARDINAL ARKOMA, INC.

515984 000002 DALLAS 2663387.1

EX-3.06

Exhibit 3.06

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:11 PM 09/24/2010

FILED 06:03 PM 09/24/2010

SRV 100941002 – 4874729 FILE

CERTIFICATE OF FORMATION

OF

CARDINAL ARKOMA MIDSTREAM, LLC

1. The name of the limited liability company is Cardinal Arkoma Midstream, LLC (the “Company”).

2. The registered office of the Company in the State of Delaware is located at 615 South Dupont Highway, Dover, Kent County, Delaware 19901. The name of its registered agent at such address is Capitol Services, Inc.

IN WITNESS WHEREOF, the undersigned Authorized Person has executed this Certificate of Formation this 24^th day of September, 2010.

/s/ Melissa L. Deal

Melissa L. Deal, Authorized Person

514883 000005 DALLAS 2661991.1

State of Delaware

Secretary of State

Division of Corporations Delivered 10:39 PM 12/20/2012

FILED 10:39 PM 12/20/2012 SRV 121375287 – 4874729 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

CARDINAL ARKOMA MIDSTREAM, LLC

1. Name of Limited Liability Company:

CARDINAL ARKOMA MIDSTREAM, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

1. The name of the limited liability company is APL Arkoma Midstream, LLC

2. The address of the Company’s registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of the Company’s registered agent at such address is; The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 20th day of December, 2012.

CARDINAL ARKOMA MIDSTREAM, LLC, a Delaware limited liability company
By:	/s/ Robert W. Karlovich, III
Name:	Robert W. Karlovich, III
Title:	Chief Financial Officer

LW:714763.1

EX-3.07

Exhibit 3.07

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

APL ARKOMA MIDSTREAM, LLC

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of APL ARKOMA MIDSTREAM, LLC (the “Company”) dated as of December 20, 2012, is made by APL Arkoma Holdings, LLC, a Delaware limited liability company (the “Member”). The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the Act, the Company was formed on September 24, 2010.

1.2 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

1.3 Name. Effective as of the date hereof, the name of the Company shall be APL Arkoma Midstream, LLC.

1.4 Registered Agent. The address of the Company’s registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Company’s registered agent at such address is Corporation Trust Company.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company. The Member may, by written instrument, appoint a board of directors, officers and agents of the Company to which the Member may delegate such duties, responsibilities and authority as shall be provided in such instrument. Any director, officer or agent may be removed at any time by written instrument executed by the Member.

2.2 Meetings. No meetings of the Members need be held. However, if there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by a Member, or a combination of Members.

2.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

LW: 714771.1 1

3. RIGHTS AND DUTIES OF THE MEMBER

3.1. Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the State of Delaware. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

3.2. Indemnification. The Member shall, and any employee or agent of the Company or employee or agent of the Member in connection with services to the Company may, in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act and as may be otherwise permitted by applicable law.

4. TITLE TO COMPANY PROPERTY

4.1. Title in Company Name. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

5. CAPITAL CONTRIBUTIONS

5.1. Capital Contributions. The Member may, but shall not be required, to make capital contributions to the Company.

5.2. Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution.

5.3. Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

6. LIMITED LIABILITY COMPANY INTEREST

6.1. Limited Liability Company Interest. The Limited Liability Company Interest of Member shall be as set forth on Schedule A.

7. DISTRIBUTIONS.

7.1. Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the aggregate amounts determined by the Member and as permitted by applicable law.

2

8. ELECTIONS.

8.1. Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9. ADMISSION OF ADDITIONAL MEMBERS

9.1. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

10. DISSOLUTION AND LIQUIDATION

10.1. Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1. the written consent of the Member; or

10.1.2. the entry of a decree of judicial dissolution under the Act

The Company shall not be dissolved for any other reason, including without limitation, the Member becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of Member’s membership interest in the Company.

10.2. Liquidation. Upon dissolution, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1. to creditors, including the Member if he is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

10.2.2. to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

10.2.3. to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

3

10.3. Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1. Fiscal Year. The fiscal year of the Company shall be the calendar year.

11.2. Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

11.3. Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

12. MISCELLANEOUS.

12.1. Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

12.3. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4. Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5. Amendment. This Agreement may be amended at any time upon the determination of the Member, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Company required under the documents evidencing and securing such indebtedness shall have been received by the Company.

12.6. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

4

12.7. Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

5

IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this Agreement as of the date first written above.

SOLE MEMBER:
APL ARKOMA HOLDINGS, LLC, a Delaware limited liability company
By:	/s/ Robert W. Karlovich, III
Name:	Robert W. Karlovich, III
Title:	Chief Financial Officer

6

SCHEDULE A

LIST OF MEMBERS

Name of Member and Address	Percentage
APL Arkoma Holdings, LLC 110 W. 7th Street, Suite 2300 Tulsa, OK 74119		100	%

7

EX-3.08

Exhibit 3.08

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:59 AM 06/15/2011

FILED 11:34 AM 06/15/2011

SRV 110724251 – 4997037 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

This Certificate of Formation of Codorniz Parent, LLC (the “LLC”) is being duly executed and filed by Eric L. Schondorf, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C § 18-101, et, seq.) as amended from time to time.

FIRST: The name of the limited liability company is: Codorniz Parent, LLC.

SECOND: The address of its registered office of the LLC in the State of Delaware and the name and address of the registered agent for service of process on the LLC in the State of Delaware are: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

THIRD: This Certificate of Formation shall be effective on the date of filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 14th day of June, 2011.

By:	/s/ Eric L. Schondorf
	Name: Eric L. Schondorf Authorized Person

State of Delaware

Secretary of State
Division of Corporations
Delivered 01:29 PM 02/24/2012

FILED 12:59 PM 02/24/2012
SRV 120221348 – 4997037 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Codorniz Parent, LLC.

2. The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Sarah C. Miller
	Authorized Person
Name:	Sarah C. Miller
	Print or Type

DE175 - 08/24/2011 C T System Online

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

CODORNIZ PARENT, LLC

1. Name of Limited Liability Company: CODORNIZ PARENT, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

FIRST: The name of the limited liability company is APL Barnett, LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 11^th day of June, 2012.

CODORNIZ PARENT, LLC, a Delaware limited liability company
By:	Atlas Pipeline Mid-Continent LLC, a Delaware limited liability company, its sole member
	By:	/s/ Gerald R. Shrader
		Gerald R. Shrader
		Senior Vice President

LW:692171.1

EX-3.09

Exhibit 3.09

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

APL BARNETT, LLC

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of APL BARNETT, LLC (f/k/a Codorniz Parent, LLC, the “Company”) dated as of June 11, 2012, is made by Atlas Pipeline Mid-Continent LLC, a Delaware limited liability company (the “Member”), to amend and restate the Amended and Restated Limited Liability Company Agreement of Codorniz Parent, LLC dated as of February 17, 2012. The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the Act, the Company was formed on June 15, 2011.

1.2 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

1.3 Name. Effective as of the date hereof, the name of the Company shall be APL Barnett, LLC.

1.4 Registered Agent. The address of the Company’s registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Company’s registered agent at such address is Corporation Trust Company.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company.

2.2 Meetings. No meetings of the Members need be held. However, if there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by a Member, or a combination of Members.

2.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

LW:691823.1 1

3. RIGHTS AND DUTIES OF THE MEMBER

3.1. Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the State of Delaware. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

3.2. Indemnification. The Member shall, and any employee or agent of the Company or employee or agent of the Member in connection with services to the Company may, in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act and as may be otherwise permitted by applicable law.

4. TITLE TO COMPANY PROPERTY

4.1. Title in Company Name. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

5. CAPITAL CONTRIBUTIONS

5.1. Capital Contributions. The Member may, but shall not be required, to make capital contributions to the Company.

5.2. Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution.

5.3. Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

6. LIMITED LIABILITY COMPANY INTEREST

6.1. Limited Liability Company Interest. The Limited Liability Company Interest of Member shall be as set forth on Schedule A.

7. DISTRIBUTIONS.

7.1. Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the aggregate amounts determined by the Member and as permitted by applicable law.

2

8. ELECTIONS.

8.1. Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9. ADMISSION OF ADDITIONAL MEMBERS

9.1. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

10. DISSOLUTION AND LIQUIDATION

10.1. Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1. the written consent of the Member; or

10.1.2. the entry of a decree of judicial dissolution under the Act

The Company shall not be dissolved for any other reason, including without limitation, the Member becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of Member’s membership interest in the Company.

10.2. Liquidation. Upon dissolution, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1. to creditors, including the Member if he is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

10.2.2. to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

10.2.3. to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

3

10.3. Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1. Fiscal Year. The fiscal year of the Company shall be the calendar year.

11.2. Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

11.3. Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

12. MISCELLANEOUS.

12.1. Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

12.3. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4. Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5. Amendment. This Agreement may be amended at any time upon the determination of the Member, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Company required under the documents evidencing and securing such indebtedness shall have been received by the Company.

12.6. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

12.7. Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

4

IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this Agreement as of the date first written above.

SOLE MEMBER:
ATLAS PIPELINE MID-CONTINENT LLC
By:	/s/ Eugene N. Dubay
	Eugene N. Dubay
	President and Chief Executive Officer

5

SCHEDULE A

LIST OF MEMBERS

Name of Member and Address	Percentage
Atlas Pipeline Mid-Continent LLC 110 W. 7th Street, Suite 2300 Tulsa, OK 74119		100	%

6

EX-3.10

Exhibit 3.10

State of Delaware

Secretary of State

Division or Corporations

Delivered 01:02 PM 07/16/2009

FILED 12:32 PM 07/16/2009

SRV 090703321 – 4710200 FILE

CERTIFICATE OF FORMATION

OF

CARDINAL LA MARKETING LLC

1. The name of the limited liability company is Cardinal LA Marketing LLC (the “Company”).

2. The registered office of the Company in the State of Delaware is located at 615 South Dupont Highway, Dover, Kent County, Delaware 19901. The name of its registered agent at such address is Capitol Services, Inc.

IN WITNESS WHEREOF, the undersigned Authorized Person has executed this Certificate of Formation this 16^th day of July, 2009.

/s/ Carolyn Mulvey

Carolyn S. Mulvey, Authorized Person

514883 000003 DALLAS 2509747.1

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF FORMATION

OF

CARDINAL LA MARKETING LLC

1. The name of the limited liability company is Cardinal LA Marketing LLC.

2. Article I of the Certificate of Formation of the limited liability company is hereby amended as follows:

“The name of the limited liability company is Cardinal Gas Treating LLC”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on the 11^th day of September, 2009.

CARDINAL LA MARKETING LLC
By:	/s/ Douglas E. Dormer, Jr.
Name:	Douglas E. Dormer, Jr.
Title:	Executive Vice President

514883 000002 DALLAS 2530481.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:39 PM 12/20/2012

FILED 10:39 PM 12/20/2012

SRV 121375289 – 4710200 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

CARDINAL GAS TREATING LLC

1. Name of Limited Liability Company:

CARDINAL GAS TREATING LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

1. The name of the limited liability company is APL Gas Treating, LLC

2. The address of the Company’s registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of the Company’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 20^th day of December, 2012.

CARDINAL GAS TREATING LLC, a Delaware limited liability company
By:	/s/ Robert W. Karlovich, III
Name:	Robert W. Karlovich, III
Title:	Chief Financial Officer

LW:714764.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is APL Gas Treating, LLC.

2. The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Janice Sharpton
	Authorized Person
Name:	Janice Sharpton, Asst, Secretary
	Print or Type

DE175 - 08/24/2011 C T System Online

EX-3.11

Exhibit 3.11

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

APL GAS TREATING, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of APL GAS TREAETING, LLC (the “Company”) dated as of December 20, 2012, is made by APL Arkoma Holdings, LLC, a Delaware limited liability company (the “Member”). The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the Act, the Company was formed on July 16, 2009.

1.2 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

1.3 Name. Effective as of the date hereof, the name of the Company shall be APL Gas Treating, LLC.

1.4 Registered Agent. The address of the Company’s registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Company’s registered agent at such address is Corporation Trust Company.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company. The Member may, by written instrument, appoint a board of directors, officers and agents of the Company to which the Member may delegate such duties, responsibilities and authority as shall be provided in such instrument. Any director, officer or agent may be removed at any time by written instrument executed by the Member.

2.2 Meetings. No meetings of the Members need be held. However, if there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by a Member, or a combination of Members.

2.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

LW:714785.1 1

3. RIGHTS AND DUTIES OF THE MEMBER

3.1. Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the State of Delaware. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

3.2. Indemnification. The Member shall, and any employee or agent of the Company or employee or agent of the Member in connection with services to the Company may, in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act and as may be otherwise permitted by applicable law.

4. TITLE TO COMPANY PROPERTY

4.1. Title in Company Name. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

5. CAPITAL CONTRIBUTIONS

5.1. Capital Contributions. The Member may, but shall not be required, to make capital contributions to the Company.

5.2. Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution.

5.3. Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

6. LIMITED LIABILITY COMPANY INTEREST

6.1. Limited Liability Company Interest. The Limited Liability Company Interest of Member shall be as set forth on Schedule A.

7. DISTRIBUTIONS.

7.1. Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the aggregate amounts determined by the Member and as permitted by applicable law.

2

8. ELECTIONS.

8.1. Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9. ADMISSION OF ADDITIONAL MEMBERS

9.1. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

10. DISSOLUTION AND LIQUIDATION

10.1. Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1. the written consent of the Member; or

10.1.2. the entry of a decree of judicial dissolution under the Act

The Company shall not be dissolved for any other reason, including without limitation, the Member becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of Member’s membership interest in the Company.

10.2. Liquidation. Upon dissolution, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1. to creditors, including the Member if he is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

10.2.2. to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

10.2.3. to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

3

10.3. Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1. Fiscal Year. The fiscal year of the Company shall be the calendar year.

11.2. Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

11.3. Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

12. MISCELLANEOUS.

12.1. Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

12.3. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4. Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5. Amendment. This Agreement may be amended at any time upon the determination of the Member, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Company required under the documents evidencing and securing such indebtedness shall have been received by the Company.

12.6. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

4

12.7. Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

5

IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this Agreement as of the date first written above.

SOLE MEMBER:
ATLAS PIPELINE MID-CONTINENT HOLDINGS, LLC, a Delaware limited liability company
By:	/s/ Robert W. Karlovich, III
Name:	Robert W. Karlovich, III
Title:	Chief Financial Officer

6

SCHEDULE A

LIST OF MEMBERS

Name of Member and Address	Percentage
Atlas Pipeline Mid-Continent Holdings, LLC 110 W. 7th Street, Suite 2300 Tulsa, OK 74119		100	%

7

EX-3.12

Exhibit 3.12

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:00 PM 03/26/2009

FILED 01:51 PM 03/26/2009

SRV 090305312 – 4669757 FILE

CERTIFICATE OF FORMATION

OF

APL SUB, LLC

This Certificate of Formation of APL Sub, LLC (the “LLC”) is duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.).

FIRST: The name of the limited liability company formed hereby is APL Sub, LLC.

SECOND: The address of the registered office of the LLC in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on the 26^th day of March, 2009.

By:	/s/ Lisa Washington
	Lisa Washington, Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:50 PM 03/31/2009

FILED 12:48 PM 03/31/2009

SRV 090319277 – 4669757 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. The name of the limited liability company is APL Sub, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

“FIRST: The name of the limited liability company formed hereby is APL Laurel Mountain, LLC.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 31^st day of March, 2009.

By:	/s/ Lisa Washington
	Lisa Washington, Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:31 PM 05/06/2011

FILED 05:25 PM 05/06/2011

SRV 110506293 – 4669757 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is APL Laurel Mountain, LLC

2. The Registered Office of the limited liability company in the State of Delaware is changed to 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY

By:	/s/ Gerald R. Shrader
	Authorized Person
Name:	Gerald R. Shrader, Secretary
	Print or Type

DE173 - 07/27/2009 C T System Online

EX-3.13

Exhibit 3.13

FIRST AMENDED AND RESTATED LIMITED LIABILITY

COMPANY AGREEMENT

OF

APL LAUREL MOUNTAIN, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of APL Laurel Mountain, LLC (the “Company”) dated as of March 31, 2009 is made by Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (the “Member”), to establish a limited liability company. The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the Act, the Member hereby organizes a limited liability company for the purposes hereinafter expressed.

1.2 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company. The Member may, by written instrument executed by the Member, appoint a board of directors, officers and/or agents of the Company to which the Member may delegate such duties, responsibilities and authority as shall be provided in such instrument. Any director or officer may be removed at any time by written instrument executed by the Member. Only the Member and/or directors, officers and agents of the Company authorized by the Member to bind the Company by written instrument executed by the Member shall have the authority to bind the Company.

2.2 Meetings. No meetings of the Members need be held. However, if there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by a Member, or a combination of Members.

2.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

3. RIGHTS AND DUTIES OF THE MEMBER

3.1. Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the State of Delaware. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

3.2. Indemnification. The Member shall, and any employee or agent of the Company or employee or agent of the Member in connection with services to the Company may, in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act and as may be otherwise permitted by applicable law.

4. TITLE TO COMPANY PROPERTY

4.1. Title in Company Name. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

5. CAPITAL CONTRIBUTIONS

5.1. Capital Contributions. The Member may, but shall not be required, to make capital contributions to the Company.

5.2. Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution.

5.3. Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

6. LIMITED LIABILITY COMPANY INTEREST

6.1. Limited Liability Company Interest. The Limited Liability Company Interest of Member shall be as set forth on Schedule A.

7. DISTRIBUTIONS

7.1. Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the aggregate amounts determined by the Member and as permitted by applicable law.

2

8. ELECTIONS.

8.1. Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9. ADMISSION OF ADDITIONAL MEMBERS

9.1. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

10. DISSOLUTION AND LIQUIDATION

10.1. Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1. the written consent of the Member; or

10.1.2. the entry of a decree of judicial dissolution under the Act

The Company shall not be dissolved for any other reason, including without limitation, the Member becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of Member’s membership interest in the Company.

10.2. Liquidation. Upon dissolution, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1. to creditors, including the Member if he is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

10.2.2. to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

10.2.3. to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

3

10.3. Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1. Fiscal Year. The fiscal year of the Company shall be the calendar year.

11.2. Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

11.3. Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

12. MISCELLANEOUS

12.1. Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

12.3. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4. Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5. Amendment. This Agreement may be amended at any time upon the determination of the Member, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Company required under the documents evidencing and securing such indebtedness shall have been received by the Company.

12.6. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

12.7. Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

4

IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this Agreement as of the date first written above.

SOLE MEMBER:
Atlas Pipeline Operating Partnership, L.P.
By: Atlas Pipeline Partners GP, LLC, its sole General Partner
By:	/s/ Eugene N. Dubay
	Eugene N. Dubay
	President and Chief Executive Officer

{APL Laurel Mountain, LLC First Amended and Restated LLC Agreement}

SCHEDULE A

LIST OF MEMBERS

Name of Member and Address	Percentage
Atlas Pipeline Operating Partnership, L.P. 1550 Coraopolis Heights Road 2nd Floor Moon Township, PA 15108		100	%

EX-3.14

Exhibit 3.14

F I L E D

In the Office of the
Secretary of State of Texas

MAY 07 2013

Corporations Section

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

TEXANA GAS UTILITY COMPANY LP

Pursuant to the provisions of Title 1, Chapter 3, Subchapter B of the Texas Business Organizations Code (the “TBOC”), Texana Gas Utility Company LP, a Texas limited partnership (the “Partnership”), hereby adopts the following Amended and Restated Certificate of Formation (the “Amended and Restated Certificate”):

1. The name of the Partnership is Texana Gas Utility Company LP. The Partnership is a Texas limited partnership.

2. This Amended and Restated Certificate (a) amends the name of the Partnership, (b) deletes Articles One through Five in their entirety, and (c) adds new Articles One through Six. The Amended and Restated Certificate reads in its entirety as follows:

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

APL SOUTHTEX GAS UTILITY COMPANY LP

ARTICLE ONE

The name of the Partnership is APL SouthTex Gas Utility Company LP.

ARTICLE TWO

The filing entity is a limited partnership.

ARTICLE THREE

The street address of the Partnership’s current registered office in the State of Texas is 350 N. St. Paul Street, Dallas, TX 75201 and the name of the current registered agent at such address is CT Corporation System.

ARTICLE FOUR

The address of the principal office of the Partnership in the United States where records are to be kept or made available is 110 W. 7^th St., Suite 2300, Tulsa, Oklahoma 74119.

HUI-159650v1

ARTICLE FIVE

The name of the sole general partner is APL SouthTex Pipeline Company LLC, a Texas limited liability company, and the mailing address and street address of the principal office of such general partner is 110 W. 7^th St., Suite 2300, Tulsa, Oklahoma 74119.

ARTICLE SIX

3. Each amendment set forth above has been made in accordance with, and approved in the manner required by, the provisions of the TBOC and the governing documents of the Partnership.

4. This Amended and Restated Certificate, which is set forth in its entirety above, accurately states the text of the Certificate of Formation being restated and each amendment to the Certificate of Formation being restated that is in effect, as further amended by this Amended and Restated Certificate. This Amended and Restated Certificate does not contain any other change to the Certificate of Formation being restated except for the information permitted to be omitted by the provisions of the TBOC.

5. This Amended and Restated Certificate will become effective when the document is filed with the Secretary of State of the State of Texas.

[Signature Page Follows]

HUI-159650v1 -2-

IN WITNESS WHEREOF, the undersigned hereby executes this Amended and Restated Certificate of Formation this 7th day of May, 2013

By:	APL SouthTex Pipeline Company LLC, its general partner
By:	/s/ Eugene Dubay
	Name:	Eugene Dubay
	Title:	President

[SIGNATURE PAGE TO A&R CERTIFICATE OF FORMATION TEXANA GAS UTILITY COMPANY LP]

HUI-159650

EX-3.15

Exhibit 3.15

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

of

APL SOUTHTEX GAS UTILITY COMPANY LP

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of APL SouthTex Gas Utility Company LP (the “Partnership”) dated as of May 7, 2013 is made by APL SouthTex Pipeline Company LLC, a Texas limited liability company (the “General Partner”), and APL SouthTex Midstream Holding Company LP, a Texas limited partnership (the “Limited Partner” and, collectively with the General Partner, the “Partners”), to establish a limited partnership. The Partners, intending to be legally bound, hereby continue the Partnership as a limited partnership and set forth the terms of their agreement as to the affairs of the Partnership and the conduct of its business, as follows:

RECITALS

WHEREAS, the Partnership was formed under the name “Texana Gas Utility Company LP” as a limited partnership under the Texas Business Organizations Code (as amended from time to time, the “TBOC”), on March 23, 2007 by the filing of a Certificate of Formation (the “Certificate”) with the Secretary of State of the State of Texas and the execution by a general partner and a sole limited partner of a Limited Partnership Agreement dated March 29, 2007 (the “Original Agreement”); and

WHEREAS, the Partners desire to amend and restate the Original Agreement in its entirety.

AGREEMENT

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the TBOC, the General Partner hereby organizes a limited partnership for the purposes hereinafter expressed.

1.2 Purpose. The Partnership’s purpose shall be to engage in all lawful businesses for which a limited partnership may be organized under the TBOC. The Partnership shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Partnership shall be vested in the General Partner who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Partnership and who shall have the power and authority to bind the Partnership, and the Limited Partner shall have no right of control over the business and affairs of the Partnership.

2.2 Meetings. No meetings of the Partners need be held. The Partners may hold annual, periodic or other formal meetings to transact business that the Partners or any group of Partners may conduct as provided in this Agreement. Meetings of the Partners may be called by the General Partner (or the general partners, if there be more than one).

HUI-159641v3

2.3 Action by Written Consent. Any action by the General Partner may be taken in the form of a written consent rather than at a Partners’ meeting. The Partnership shall maintain a permanent record of all actions taken by the General Partner.

2.4 Officers. The General Partner may, from time to time as it deems advisable, appoint officers of the Partnership and assign in writing titles (including, President, Vice President, Secretary and Treasurer) to any such person. Unless the General Partner decides otherwise, if the title is one commonly used for officers of a business entity formed under the TBOC, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 2.4 may be revoked at any time by the General Partner.

3. RIGHTS AND DUTIES OF THE GENERAL PARTNER

3.1 Powers of the General Partner. The General Partner shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the General Partner under the laws of the State of Texas. Notwithstanding the foregoing, the General Partner’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Partnership.

3.2 Indemnification. The Partners shall, and any employee or agent of the Partnership or employee or agent of the Partners in connection with services to the Partnership may, in the General Partner’s absolute discretion, be indemnified by the Partnership to the fullest extent permitted by the TBOC and as may be otherwise permitted by applicable law.

4. TITLE TO PARTNERSHIP PROPERTY

4.1 Title in Partnership Name. All real and personal property shall be acquired in the name of the Partnership and title to any property so acquired shall vest in the Partnership itself rather than in any of the Partners.

5. CAPITAL CONTRIBUTIONS

5.1 Capital Contributions. The Partners may, but shall not be required, to make capital contributions to the Partnership.

5.2 Limitation of Liability of the Partners. Except as otherwise provided in the TBOC, the Partners shall not have any liability or obligation for any debts, liabilities or obligations of the Partnership, or of any agent or employee of the Partnership, beyond the Partners’ capital contributions.

5.3 Loans. If any Partner makes any loans to the Partnership, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Partner. Interest shall accrue on any such loan at an annual rate agreed to by the Partnership and the Partner (but not in excess of the maximum rate allowable under applicable usury laws).

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6. PERCENTAGE INTEREST OF THE PARTNERS IN THE PARTNERSHIP

6.1 Percentage Interest. The partnership interests (the “Percentage Interest”) of each of the Partners shall be as set forth on Schedule A.

7. DISTRIBUTIONS

7.1 Distributions. Distributions shall be made to the Partners (in cash or in kind) at the times and in the aggregate amounts determined by the General Partner and as permitted by applicable law.

8. ADMISSION OF ADDITIONAL PARTNERS

8.1 Admission of Additional Partners. Additional limited partners of the Partnership may be admitted to the Partnership at the direction of the General Partner only if a new limited partnership agreement or an amendment and restatement of this Agreement is executed.

9. ASSIGNMENTS

9.1 Assignments. Any assignment or purported assignment of an interest in the Partnership shall require the written consent of the General Partner, which may be granted or withheld in its sole discretion. If a Partner is permitted to transfer its interest in the Partnership pursuant to this Section 9.1, the transferee shall be admitted to the Partnership upon the execution of a new limited partnership agreement or an amendment and restatement of this Agreement. Such admission shall be deemed effective immediately following the execution of the new limited partnership agreement or amendment and restatement of this Agreement, and, immediately following such admission, the transferor partner shall cease to be a partner of the Partnership.

10. DISSOLUTION AND LIQUIDATION

10.1 Events Triggering Dissolution. The Partnership shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1 the written consent of all the Partners; or

10.1.2 the entry of a decree of judicial dissolution under the TBOC.

The Partnership shall not be dissolved for any other reason, including without limitation, the Partners becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of a Partner’s partnership interest in the Partnership.

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10.2 Liquidation. Upon dissolution, the Partnership shall be wound up and liquidated by the General Partner or by a liquidating manager selected by the General Partner. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1 to creditors, including the Partners if they are creditors, in the order of priority as established by law, in satisfaction of liabilities of the Partnership (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Partners under the TBOC; and then

10.2.2 to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Partnership and all claims and obligations known to the Partnership but for which the identity of the claimant is unknown; and then

10.2.3 to the Partners, which liquidating distribution may be made to the Partners in cash or in kind, or partly in cash and partly in kind.

10.3 Certificate of Termination. Upon the dissolution of the Partnership and the completion of the liquidation and winding up of the Partnership’s affairs and business, the General Partner shall, on behalf of the Partnership, prepare and file a certificate of termination with the Texas Secretary of State, as required by the TBOC. When such certificate is filed, the Partnership’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

11.2 Method of Accounting. The General Partner shall select a method of accounting for the Partnership as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Partnership in accordance with sound accounting principles consistently applied.

11.3 Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Partnership or at such other location as specified by the General Partner.

12. MISCELLANEOUS

12.1 Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Partners and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without reference to conflict of laws principles.

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12.3 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4 Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5 Amendment. This Agreement may be amended at any time upon the determination of the General Partner and the Partners holding an aggregate Percentage Interest in excess of 50%, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Partnership required under the documents evidencing and securing such indebtedness shall have been received by the Partnership.

12.6 Entire Agreement. This Agreement constitutes the entire agreement of the Partners with respect to the subject matter hereof.

12.7 Binding Agreement. Notwithstanding any other provision of this Agreement, the Partners agree that this Agreement constitutes a legal, valid and binding agreement of the Partners in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Partners, intending to be legally bound, have signed this Agreement as of the date first written above.

GENERAL PARTNER:
APL SOUTHTEX PIPELINE COMPANY LLC, a Texas limited liability company
By:	APL SOUTHTEX MIDSTREAM LLC, its sole member
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay Title: President
LIMITED PARTNER:
APL SOUTHTEX MIDSTREAM HOLDING COMPANY LP, a Texas limited partnership
By:	APL SOUTHTEX PIPELINE COMPANY LLC, its general partner
By:	APL SOUTHTEX MIDSTREAM LLC, its sole member
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay Title: President

[SIGNATURE PAGE TO APL SOUTHTEX GAS UTILITY COMPANY LP AGREEMENT]

HUI-159641

SCHEDULE A

LIST OF PARTNERS

Name of Partner and Address	Percentage Interest
APL SouthTex Pipeline Company LLC (General Partner) 110 W. 7th St., Suite 2300 Tulsa, Oklahoma 74137		0	%
APL SouthTex Midstream Holding Company LP (Limited Partner) 110 W. 7th St., Suite 2300 Tulsa, Oklahoma 74137		100	%

HUI-159641v3

EX-3.16

Exhibit 3.16

F I L E D

In the Office of the

Secretary of State of Texas

MAY 07 2013

Corporations Section

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

TEXANA MIDSTREAM HOLDING COMPANY LP

Pursuant to the provisions of Title 1, Chapter 3, Subchapter B of the Texas Business Organizations Code (the “TBOC”), Texana Midstream Holding Company LP, a Texas limited partnership (the “Partnership”), hereby adopts the following Amended and Restated Certificate of Formation (the “Amended and Restated Certificate”):

1. The name of the Partnership is Texana Midstream Holding Company LP. The Partnership is a Texas limited partnership.

2. This Amended and Restated Certificate (a) amends the name of the Partnership, (b) deletes Articles One through Five in their entirety, and (c) adds new Articles One through Six. The Amended and Restated Certificate reads in its entirety as follows:

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

APL SOUTHTEX MIDSTREAM HOLDING COMPANY LP

ARTICLE ONE

The name of the Partnership is APL SouthTex Midstream Holding Company LP.

ARTICLE TWO

The filing entity is a limited partnership.

ARTICLE THREE

The street address of the Partnership’s current registered office in the State of Texas is 350 N. St. Paul Street, Dallas, TX 75201 and the name of the current registered agent at such address is CT Corporation System.

ARTICLE FOUR

The address of the principal office of the Limited Partnership in the United States where records are to be kept or made available is 110 W. 7^th St., Suite 2300, Tulsa, Oklahoma 74119.

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ARTICLE FIVE

The name of the sole general partner is APL SouthTex Pipeline Company LLC, a Texas limited liability company, and the mailing address and street address of the principal office of such general partner is 110 W. 7^th St., Suite 2300, Tulsa, Oklahoma 74119.

ARTICLE SIX

3. Each amendment set forth above has been made in accordance with, and approved in the manner required by, the provisions of the TBOC and the governing documents of the Partnership.

4. This Amended and Restated Certificate, which is set forth in its entirety above, accurately states the text of the Certificate of Formation being restated and each amendment to the Certificate of Formation being restated that is in effect, as further amended by this Amended and Restated Certificate. This Amended and Restated Certificate does not contain any other change to the Certificate of Formation being restated except for the information permitted to be omitted by the provisions of the TBOC.

5. This Amended and Restated Certificate will become effective when the document is filed with the Secretary of State of the State of Texas.

[Signature Page Follows]

HUI-159653v1 -2-

IN WITNESS WHEREOF, the undersigned hereby executes this Amended and Restated Certificate of Formation this 7^th day of May, 2013

By:	APL SouthTex Pipeline Company LLC, its general partner
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay Title: President

[SIGNATURE PAGE TO A&R CERTIFICATE OF FORMATION TEXANA MIDSTREAM HOLDING COMPANY LP]

HUI-159653

EX-3.17

Exhibit 3.17

SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

of

APL SOUTHTEX MIDSTREAM HOLDING COMPANY LP

THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of APL SouthTex Midstream Holding Company LP (the “Partnership”) dated as of May 7, 2013 is made by APL SouthTex Pipeline Company LLC, a Texas limited liability company (the “General Partner”), and APL SouthTex Midstream LLC, a Delaware limited liability company (the “Limited Partner” and, collectively with the General Partner, the “Partners”), to establish a limited partnership. The Partners, intending to be legally bound, hereby continue the Partnership as a limited partnership and set forth the terms of their agreement as to the affairs of the Partnership and the conduct of its business, as follows:

RECITALS

WHEREAS, the Partnership was formed under the name “Texana Midstream Holding Company LP” as a limited partnership under the Texas Business Organizations Code (as amended from time to time, the “TBOC”), on March 23, 2007 by the filing of a Certificate of Formation (the “Certificate”) with the Secretary of State of the State of Texas and the execution by a general partner and a sole limited partner of a Limited Partnership Agreement dated March 29, 2007, as amended on July 1, 2010 (the “Original Agreement”); and

WHEREAS, the Partners desire to amend and restate the Original Agreement in its entirety.

AGREEMENT

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the TBOC, the General Partner hereby organizes a limited partnership for the purposes hereinafter expressed.

1.2 Purpose. The Partnership’s purpose shall be to engage in all lawful businesses for which a limited partnership may be organized under the TBOC. The Partnership shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Partnership shall be vested in the General Partner who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Partnership and who shall have the power and authority to bind the Partnership, and the Limited Partner shall have no right of control over the business and affairs of the Partnership.

2.2 Meetings. No meetings of the Partners need be held. The Partners may hold annual, periodic or other formal meetings to transact business that the Partners or any group of Partners may conduct as provided in this Agreement. Meetings of the Partners may be called by the General Partner (or the general partners, if there be more than one).

HUI-159630v3

2.3 Action by Written Consent. Any action by the General Partner may be taken in the form of a written consent rather than at a Partners’ meeting. The Partnership shall maintain a permanent record of all actions taken by the General Partner.

2.4 Officers. The General Partner may, from time to time as it deems advisable, appoint officers of the Partnership and assign in writing titles (including, President, Vice President, Secretary and Treasurer) to any such person. Unless the General Partner decides otherwise, if the title is one commonly used for officers of a business entity formed under the TBOC, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 2.4 may be revoked at any time by the General Partner.

3. RIGHTS AND DUTIES OF THE GENERAL PARTNER

3.1 Powers of the General Partner. The General Partner shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the General Partner under the laws of the State of Texas. Notwithstanding the foregoing, the General Partner’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Partnership.

3.2 Indemnification. The Partners shall, and any employee or agent of the Partnership or employee or agent of the Partners in connection with services to the Partnership may, in the General Partner’s absolute discretion, be indemnified by the Partnership to the fullest extent permitted by the TBOC and as may be otherwise permitted by applicable law.

4. TITLE TO PARTNERSHIP PROPERTY

4.1 Title in Partnership Name. All real and personal property shall be acquired in the name of the Partnership and title to any property so acquired shall vest in the Partnership itself rather than in any of the Partners.

5. CAPITAL CONTRIBUTIONS

5.1 Capital Contributions. The Partners may, but shall not be required, to make capital contributions to the Partnership.

5.2 Limitation of Liability of the Partners. Except as otherwise provided in the TBOC, the Partners shall not have any liability or obligation for any debts, liabilities or obligations of the Partnership, or of any agent or employee of the Partnership, beyond the Partners’ capital contributions.

5.3 Loans. If any Partner makes any loans to the Partnership, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Partner. Interest shall accrue on any such loan at an annual rate agreed to by the Partnership and the Partner (but not in excess of the maximum rate allowable under applicable usury laws).

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6. PERCENTAGE INTEREST OF THE PARTNERS IN THE PARTNERSHIP

6.1 Percentage Interest. The partnership interests (the “Percentage Interest”) of each of the Partners shall be as set forth on Schedule A.

7. DISTRIBUTIONS

7.1 Distributions. Distributions shall be made to the Partners (in cash or in kind) at the times and in the aggregate amounts determined by the General Partner and as permitted by applicable law.

8. ADMISSION OF ADDITIONAL PARTNERS

8.1 Admission of Additional Partners. Additional limited partners of the Partnership may be admitted to the Partnership at the direction of the General Partner only if a new limited partnership agreement or an amendment and restatement of this Agreement is executed.

9. ASSIGNMENTS

9.1 Assignments. Any assignment or purported assignment of an interest in the Partnership shall require the written consent of the General Partner, which may be granted or withheld in its sole discretion. If a Partner is permitted to transfer its interest in the Partnership pursuant to this Section 9.1, the transferee shall be admitted to the Partnership upon the execution of a new limited partnership agreement or an amendment and restatement of this Agreement. Such admission shall be deemed effective immediately following the execution of the new limited partnership agreement or amendment and restatement of this Agreement, and, immediately following such admission, the transferor partner shall cease to be a partner of the Partnership.

10. DISSOLUTION AND LIQUIDATION

10.1 Events Triggering Dissolution. The Partnership shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1 the written consent of all the Partners; or

10.1.2 the entry of a decree of judicial dissolution under the TBOC.

The Partnership shall not be dissolved for any other reason, including without limitation, the Partners becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of a Partner’s partnership interest in the Partnership.

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10.2 Liquidation. Upon dissolution, the Partnership shall be wound up and liquidated by the General Partner or by a liquidating manager selected by the General Partner. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1 to creditors, including the Partners if they are creditors, in the order of priority as established by law, in satisfaction of liabilities of the Partnership (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Partners under the TBOC; and then

10.2.2 to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Partnership and all claims and obligations known to the Partnership but for which the identity of the claimant is unknown; and then

10.2.3 to the Partners, which liquidating distribution may be made to the Partners in cash or in kind, or partly in cash and partly in kind.

10.3 Certificate of Termination. Upon the dissolution of the Partnership and the completion of the liquidation and winding up of the Partnership’s affairs and business, the General Partner shall, on behalf of the Partnership, prepare and file a certificate of termination with the Texas Secretary of State, as required by the TBOC. When such certificate is filed, the Partnership’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

11.2 Method of Accounting. The General Partner shall select a method of accounting for the Partnership as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Partnership in accordance with sound accounting principles consistently applied.

11.3 Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Partnership or at such other location as specified by the General Partner.

12. MISCELLANEOUS.

12.1 Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Partners and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without reference to conflict of laws principles.

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12.3 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4 Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5 Amendment. This Agreement may be amended at any time upon the determination of the General Partner and the Partners holding an aggregate Percentage Interest in excess of 50%, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Partnership required under the documents evidencing and securing such indebtedness shall have been received by the Partnership.

12.6 Entire Agreement. This Agreement constitutes the entire agreement of the Partners with respect to the subject matter hereof.

12.7 Binding Agreement. Notwithstanding any other provision of this Agreement, the Partners agree that this Agreement constitutes a legal, valid and binding agreement of the Partners in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

HUI-159630v3 - 5 -

IN WITNESS WHEREOF, the Partners, intending to be legally bound, have signed this Agreement as of the date first written above.

GENERAL PARTNER:
APL SOUTHTEX PIPELINE COMPANY LLC, a Texas limited liability company
By:	APL SOUTHTEX MIDSTREAM LLC, its sole member
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay
	Title: President

LIMITED PARTNER:
APL SOUTHTEX MIDSTREAM LLC, a Delaware limited liability company
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay
	Title: President

[SIGNATURE PAGE TO APL SOUTHTEX MIDSTREAM HOLDING COMPANY LP AGREEMENT]

HUI-159630

SCHEDULE A

LIST OF PARTNERS

Name of Partner and Address	Percentage Interest
APL SouthTex Pipeline Company LLC		0.001	%
(General Partner)
110 W. 7th St., Suite 2300
Tulsa, Oklahoma 74137
APL SouthTex Midstream LLC		99.999	%
(Limited Partner)
110 W. 7th St., Suite 2300
Tulsa, Oklahoma 74137

HUI-159630v3

EX-3.18

Exhibit 3.18

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:09 PM 05/07/2013

FILED 12:04 PM 05/07/2013

SRV 130535571 – 4727657 FILE

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

TEAK MIDSTREAM, L.L.C.

This Amended and Restated Certificate of Formation of TEAK Midstream, L.L.C. (the “Company”), has been duly executed and is being filed by the undersigned, as an authorized person, in accordance with the provisions of 6 Del. C. § 18-208, for the purpose of amending and restating the original Certificate of Formation of the Company, which was filed on October 6, 2009 with the Office of the Secretary of State of the State of Delaware (the “Certificate”), in order to change the name of the Company.

The Certificate is hereby amended and restated in its entirety to read as follows:

1. The name of the limited liability company is APL SouthTex Midstream LLC (the “Company”).

2. The address of the registered office of the Company in Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, Delaware 19801, and the name of the Company’s registered agent at the same address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of May 7, 2013, to be effective on the date of its filing with the Office of the Secretary of State of the State of Delaware.

/s/ Eugene N. Dubay

Eugene N. Dubay, Authorized Person

HUI-159651

EX-3.19

Exhibit 3.19

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

APL SOUTHTEX MIDSTREAM LLC

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of APL SouthTex Midstream LLC (the “Company”) dated as of May 7, 2013 is made by Atlas Pipeline Mid-Continent Holdings, LLC, a Delaware limited liability company (the “Member”), to establish a limited liability company. The Member, intending to be legally bound, hereby continues the Company as a limited liability company and sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

RECITALS

WHEREAS, the Company was formed under the name “TEAK Midstream, L.L.C.” as a limited liability company under the Delaware Limited Liability Company Act, 6 Del. §§ 18-201, et seq. (as amended from time to time, the “Act”), on October 6, 2009 by the filing of a Certificate of Formation (the “Certificate”), as amended on October 9, 2009 and October 12, 2009, with the Secretary of State of the State of Delaware and the execution by certain members of a Limited Liability Company Agreement dated October 12, 2009, as amended on September 10, 2010, September 23, 2011, March 1, 2012, March 15, 2012 and April 1, 2013 (the “Original Agreement”); and

WHEREAS, the Member, being the sole member, desires to amend and restate the Original Agreement in its entirety.

AGREEMENT

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the Act, the Member hereby organizes a limited liability company for the purposes hereinafter expressed.

1.2 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company.

2.2 Meetings. No meetings of the Members need be held. However, if there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by a Member, or a combination of Members.

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2.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

2.4 Officers.

2.4.1 The officers of the Company shall be appointed by the Member and shall consist of a president, chief financial officer, chief operating officer and secretary, and such other officers and assistant officers as may be deemed necessary or desirable by the Member (each an “Officer”). Any number of offices may be held by the same person. In its discretion the Member may choose not to fill any office for any period as it may deem advisable, except that the offices of chief executive officer, chief financial officer and secretary shall be filled as expeditiously as possible. The current Officers of the Company are set forth in Schedule A.

2.4.2 Except as provided by this Agreement, the Member shall delegate to the Officers powers to manage the business and affairs of the Company, and shall fix the duties of all Officers.

2.4.3 Vacancies may be filled or new offices created and filled by the Member. Each Officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

2.4.4 Any Officer or agent appointed by the Member may be removed by the Member with or without cause, whenever in its judgment the best interests of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

2.4.5 Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Member for the unexpired portion of the term of the office.

3. RIGHTS AND DUTIES OF THE MEMBER

3.1 Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the State of Delaware. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

3.2 Indemnification. The Member shall, and any employee or agent of the Company or employee or agent of the Member in connection with services to the Company may, in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act and as may be otherwise permitted by applicable law.

HUI-159617v3 - 2 -

4. TITLE TO COMPANY PROPERTY

4.1 Title in Company Name. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

5. CAPITAL CONTRIBUTIONS

5.1 Capital Contributions. The Member may, but shall not be required, to make capital contributions to the Company.

5.2 Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution.

5.3 Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

6. LIMITED LIABILITY COMPANY INTEREST

6.1 Limited Liability Company Interest. The Limited Liability Company Interest of the Member shall be as set forth on Schedule B.

7. DISTRIBUTIONS.

7.1 Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the aggregate amounts determined by the Member and as permitted by applicable law.

8. ELECTIONS.

8.1 Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9. ADMISSION OF ADDITIONAL MEMBERS

9.1 Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new limited liability company agreement or an amendment and restatement of this Agreement is executed.

HUI-159617v3 - 3 -

10. DISSOLUTION AND LIQUIDATION

10.1 Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1 the written consent of the Member; or

10.1.2 the entry of a decree of judicial dissolution under the Act.

The Company shall not be dissolved for any other reason, including without limitation, the Member becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of the Member’s membership interest in the Company.

10.2 Liquidation. Upon dissolution, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1 to creditors, including the Member if he is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

10.2.2 to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

10.2.3 to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

10.3 Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1 Fiscal Year. The fiscal year of the Company shall be the calendar year.

11.2 Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

HUI-159617v3 - 4 -

11.3 Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

12. MISCELLANEOUS

12.1 Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

12.3 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4 Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5 Amendment. This Agreement may be amended at any time upon the determination of the Member, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Company required under the documents evidencing and securing such indebtedness shall have been received by the Company.

12.6 Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

12.7 Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

HUI-159617v3 - 5 -

IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this Agreement as of the date first written above.

SOLE MEMBER:
ATLAS PIPELINE MID-CONTINENT HOLDINGS, LLC, a Delaware limited liability company
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay
	Title: President

[SIGNATURE PAGE TO APL SOUTHTEX MIDSTREAM LLC AGREEMENT]

HUI-159617

SCHEDULE A

CURRENT OFFICERS

Name	Office
Eugene N. Dubay	President
Patrick J. McDonie	Senior Vice President and Chief Operating Officer
Robert W. Karlovich, III	Chief Financial Officer
Gerald R. Shrader	Secretary
Janice Sharpton	Assistant Secretary
Julie Wilson	Assistant Secretary

HUI-159617v3

SCHEDULE B

LIST OF MEMBERS

Name of Member and Address	Percentage
Atlas Pipeline Mid-Continent Holdings, LLC 110 W. 7th St., Suite 2300 Tulsa, Oklahoma 74137		100	%

HUI-159617v3

EX-3.20

Exhibit 3.20

F I L E D

In the Office of the

Secretary of State of Texas

MAY 07 2013

Corporations Section

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

TEAK TEXANA PIPELINE COMPANY LLC

Pursuant to the provisions of Title 1, Chapter 3, Subchapter B of the Texas Business Organizations Code (the “TBOC”), TEAK Texana Pipeline Company LLC, a Texas limited liability company (the “Company”), hereby adopts the following Amended and Restated Certificate of Formation (the “Amended and Restated Certificate”):

1. The name of the Company is TEAK Texana Pipeline Company LLC. The Company is a Texas limited liability company.

2. This Amended and Restated Certificate (a) amends the name of the Company, (b) deletes Articles One through Six in their entirety, and (c) adds new Articles One through Six. The Amended and Restated Certificate reads in its entirety as follows:

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

APL SOUTHTEX PIPELINE COMPANY LLC

ARTICLE ONE

The name of the limited liability company is APL SouthTex Pipeline Company LLC.

ARTICLE TWO

The filing entity is a limited liability company.

ARTICLE THREE

The purpose for which the limited liability company is organized for which limited liability companies may be organized under the Texas Business Organizations Code.

ARTICLE FOUR

The street address of the Company’s current registered office in the State of Texas is 350 N. St. Paul Street, Dallas, TX 75201 and the name of the current registered agent at such address is CT Corporation System.

HUI-159655v1

ARTICLE FIVE

The limited liability company will not have managers. The company will be governed by its sole member. Listed below is the name and address of the member.

Name	Address
APL SouthTex Midstream LLC	110 W. 7th St., Suite 2300 Tulsa, Oklahoma 74119

ARTICLE SIX

3. Each amendment set forth above has been made in accordance with, and approved in the manner required by, the provisions of the TBOC and the governing documents of the Company.

4. This Amended and Restated Certificate, which is set forth in its entirety above, accurately states the text of the Certificate of Formation being restated and each amendment to the Certificate of Formation being restated that is in effect, as further amended by this Amended and Restated Certificate. This Amended and Restated Certificate does not contain any other change to the Certificate of Formation being restated except for the information permitted to be omitted by the provisions of the TBOC.

5. This Amended and Restated Certificate will become effective when the document is filed with the Secretary of State of the State of Texas.

[Signature Page Follows]

HUI-159655v1 -2-

IN WITNESS WHEREOF, the undersigned hereby executes this Amended and Restated Certificate of Formation this 7th day of May, 2013.

By:	APL SouthTex Midstream LLC, the sole member
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay Title: President

[SIGNATURE PAGE TO A&R CERTIFICATE OF FORMATION TEAK TEXANA PIPELINE]

HUI-159655

EX-3.21

Exhibit 3.21

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

APL SOUTHTEX PIPELINE COMPANY LLC

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of APL SouthTex Pipeline Company LLC (the “Company”) dated as of May 7, 2013 is made by APL SouthTex Midstream LLC, a Delaware limited liability company (the “Member”), to establish a limited liability company. The Member, intending to be legally bound, hereby continues the Company as a limited liability company and sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

RECITALS

WHEREAS, the Company was formed under the name “TEAK Texana Pipeline Company LLC” as a limited liability company under the Texas Business Organizations Code (as amended from time to time, the “TBOC”), on March 23, 2007 by the filing of a Certificate of Formation (the “Certificate”), as amended on August 3, 2010 and October 13, 2010, with the Secretary of State of the State of Texas and the execution by certain members of a Limited Liability Company Agreement dated March 29, 2007, as amended on August 4, 2010 (the “Original Agreement”); and

WHEREAS, the Member, being the sole member, desires to amend and restate the Original Agreement in its entirety.

AGREEMENT

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the TBOC, the Member hereby organizes a limited liability company for the purposes hereinafter expressed.

1.2 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the TBOC. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company.

2.2 Meetings. No meetings of the Members need be held. However, if there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by a Member, or a combination of Members.

HUI-159624v2

2.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

2.4 Officers.

2.4.1 The officers of the Company shall be appointed by the Member and shall consist of a president, chief financial officer, chief operating officer and secretary, and such other officers and assistant officers as may be deemed necessary or desirable by the Member (each an “Officer”). Unless the Member decides otherwise, if the title is one commonly used for officers of a business entity formed under the TBOC, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any number of offices may be held by the same person. In its discretion the Member may choose not to fill any office for any period as it may deem advisable, except that the offices of president, chief financial officer and secretary shall be filled as expeditiously as possible. The Member does hereby appoint the individuals set forth in Schedule A as the current Officers of the Company.

2.4.2 Except as provided by this Agreement, the Member shall delegate to the Officers powers to manage the business and affairs of the Company, and shall fix the duties of all Officers.

2.4.3 Vacancies may be filled or new offices created and filled by the Member. Each Officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

2.4.4 Any Officer or agent appointed by the Member may be removed by the Member with or without cause, whenever in its judgment the best interests of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

2.4.5 Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Member for the unexpired portion of the term of the office.

3. RIGHTS AND DUTIES OF THE MEMBER

3.1 Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the State of Texas. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

3.2 Indemnification. The Member shall, and any employee or agent of the Company or employee or agent of the Member in connection with services to the Company may, in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by the TBOC and as may be otherwise permitted by applicable law.

HUI-159624v2 - 2 -

4. TITLE TO COMPANY PROPERTY

4.1 Title in Company Name. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

5. CAPITAL CONTRIBUTIONS

5.1 Capital Contributions. The Member may, but shall not be required, to make capital contributions to the Company.

5.2 Limitation of Liability of Member. Except as otherwise provided in the TBOC, the Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution.

5.3 Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

6. LIMITED LIABILITY COMPANY INTEREST

6.1 Limited Liability Company Interest. The Limited Liability Company Interest of the Member shall be as set forth on Schedule B.

7. DISTRIBUTIONS

7.1 Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the aggregate amounts determined by the Member and as permitted by applicable law.

8. ELECTIONS

8.1 Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9. ADMISSION OF ADDITIONAL MEMBERS

9.1 Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new limited liability company agreement or an amendment and restatement of this Agreement is executed.

HUI-159624v2 - 3 -

10. DISSOLUTION AND LIQUIDATION

10.1 Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1 the written consent of the Member; or

10.1.2 the entry of a decree of judicial dissolution under the TBOC.

The Company shall not be dissolved for any other reason, including without limitation, the Member becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of the Member’s membership interest in the Company.

10.2 Liquidation. Upon dissolution, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1 to creditors, including the Member if he is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the TBOC; and then

10.2.2 to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

10.2.3 to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

10.3 Certificate of Termination. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall, on behalf of the Company, prepare and file a certificate of termination with the Texas Secretary of State, as required by the TBOC. When such certificate is filed, the Company’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1 Fiscal Year. The fiscal year of the Company shall be the calendar year.

11.2 Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

HUI-159624v2 - 4 -

11.3 Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

12. MISCELLANEOUS

12.1 Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without reference to conflict of laws principles.

12.3 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4 Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5 Amendment. This Agreement may be amended at any time upon the determination of the Member, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Company required under the documents evidencing and securing such indebtedness shall have been received by the Company.

12.6 Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

12.7 Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

HUI-159624v2 - 5 -

IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this Agreement as of the date first written above.

SOLE MEMBER: APL SOUTHTEX MIDSTREAM LLC, a Delaware limited liability company
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay
	Title: President

{SIGNATURE PAGE TO APL SOUTHTEX PIPELINE COMPANY LLC AGREEMENT}

HUI-159624

SCHEDULE A

CURRENT OFFICERS

Name	Office
Eugene N. Dubay	President
Patrick J. McDonie	Senior Vice President and Chief Operating Officer
Robert W. Karlovich, III	Chief Financial Officer
Gerald R. Shrader	Secretary
Janice Sharpton	Assistant Secretary
Julie Wilson	Assistant Secretary

HUI-159624v2

SCHEDULE B

LIST OF MEMBERS

Name of Member and Address	Percentage
APL SouthTex Midstream LLC 110 W. 7th St., Suite 2300 Tulsa, Oklahoma 74137		100	%

HUI-159624v2

EX-3.22

Exhibit 3.22

F  I  L  E  D

In the Office of the

Secretary of State of Texas

MAY 07 2013

Corporations Section

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

TEAK TEXANA PROCESSING COMPANY LP

Pursuant to the provisions of Title 1, Chapter 3, Subchapter B of the Texas Business Organizations Code (the “TBOC”), TEAK Texana Processing Company LP, a Texas limited partnership (the “Partnership”), hereby adopts the following Amended and Restated Certificate of Formation (the “Amended and Restated Certificate”):

1. The name of the Partnership is TEAK Texana Processing Company LP. The Partnership is a Texas limited partnership.

2. This Amended and Restated Certificate (a) amends the name of the Partnership, (b) deletes Articles One through Four in their entirety, and (c) adds new Articles One through Six. The Amended and Restated Certificate reads in its entirety as follows:

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

APL SOUTHTEX PROCESSING COMPANY LP

ARTICLE ONE

The name of the Partnership is APL SouthTex Processing Company LP.

ARTICLE TWO

The filing entity is a limited partnership.

ARTICLE THREE

The street address of the Partnership’s current registered office in the State of Texas is 350 N. St. Paul Street, Dallas, TX 75201 and the name of the current registered agent at such address is CT Corporation System.

ARTICLE FOUR

The address of the principal office of the Partnership in the United States where records are to be kept or made available is 110 W. 7^th St., Suite 2300, Tulsa, Oklahoma 74119.

HUI-159654v1

ARTICLE FIVE

The name of the sole general partner is APL SouthTex Pipeline Company LLC, a Texas limited liability company, and the mailing address and street address of the principal office of such general partner is 110 W. 7^th St., Suite 2300, Tulsa, Oklahoma 74119.

ARTICLE SIX

3. Each amendment set forth above has been made in accordance with, and approved in the manner required by, the provisions of the TBOC and the governing documents of the Partnership.

4. This Amended and Restated Certificate, which is set forth in its entirety above, accurately states the text of the Certificate of Formation being restated and each amendment to the Certificate of Formation being restated that is in effect, as further amended by this Amended and Restated Certificate. This Amended and Restated Certificate does not contain any other change to the Certificate of Formation being restated except for the information permitted to be omitted by the provisions of the TBOC.

5. This Amended and Restated Certificate will become effective when the document is filed with the Secretary of State of the State of Texas.

[Signature Page Follows]

HUI-159654v1 -2-

IN WITNESS WHEREOF, the undersigned hereby executes this Amended and Restated Certificate of Formation this 7th day of May, 2013

By:	APL SouthTex Pipeline Company LLC, its general partner
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay Title: President

[SIGNATURE PAGE TO A&R CERTIFICATE OF FORMATION TEAK TEXANA PROCESSING COMPANY LP]

HUI-159654

EX-3.23

Exhibit 3.23

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

of

APL SOUTHTEX PROCESSING COMPANY LP

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of APL SouthTex Processing Company LP (the “Partnership”) dated as of May 7, 2013 is made by APL SouthTex Pipeline Company LLC, a Texas limited liability company (the “General Partner”), and APL SouthTex Midstream Holding Company LP, a Texas limited partnership (the “Limited Partner” and, collectively with the General Partner, the “Partners”), to establish a limited partnership. The Partners, intending to be legally bound, hereby continue the Partnership as a limited partnership and set forth the terms of their agreement as to the affairs of the Partnership and the conduct of its business, as follows:

RECITALS

WHEREAS, the Partnership was formed under the name “TEAK Texana Processing Company LP” as a limited partnership under the Texas Business Organizations Code (as amended from time to time, the “TBOC”), on June 8, 2011 by the filing of a Certificate of Formation (the “Certificate”) with the Secretary of State of the State of Texas and the execution by a general partner and a sole limited partner of a Limited Partnership Agreement dated June 8, 2011 (the “Original Agreement”); and

WHEREAS, the Partners desire to amend and restate the Original Agreement in its entirety.

AGREEMENT

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the TBOC, the General Partner hereby organizes a limited partnership for the purposes hereinafter expressed.

1.2 Purpose. The Partnership’s purpose shall be to engage in all lawful businesses for which a limited partnership may be organized under the TBOC. The Partnership shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Partnership shall be vested in the General Partner who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Partnership and who shall have the power and authority to bind the Partnership, and the Limited Partner shall have no right of control over the business and affairs of the Partnership.

2.2 Meetings. No meetings of the Partners need be held. The Partners may hold annual, periodic or other formal meetings to transact business that the Partners or any group of Partners may conduct as provided in this Agreement. Meetings of the Partners may be called by the General Partner (or the general partners, if there be more than one).

HUI-159644v3

2.3 Action by Written Consent. Any action by the General Partner may be taken in the form of a written consent rather than at a Partners’ meeting. The Partnership shall maintain a permanent record of all actions taken by the General Partner.

2.4 Officers. The General Partner may, from time to time as it deems advisable, appoint officers of the Partnership and assign in writing titles (including, President, Vice President, Secretary and Treasurer) to any such person. Unless the General Partner decides otherwise, if the title is one commonly used for officers of a business entity formed under the TBOC, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 2.4 may be revoked at any time by the General Partner.

3. RIGHTS AND DUTIES OF THE GENERAL PARTNER

3.1 Powers of the General Partner. The General Partner shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the General Partner under the laws of the State of Texas. Notwithstanding the foregoing, the General Partner’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Partnership.

3.2 Indemnification. The Partners shall, and any employee or agent of the Partnership or employee or agent of the Partners in connection with services to the Partnership may, in the General Partner’s absolute discretion, be indemnified by the Partnership to the fullest extent permitted by the TBOC and as may be otherwise permitted by applicable law.

4. TITLE TO PARTNERSHIP PROPERTY

4.1 Title in Partnership Name. All real and personal property shall be acquired in the name of the Partnership and title to any property so acquired shall vest in the Partnership itself rather than in any of the Partners.

5. CAPITAL CONTRIBUTIONS

5.1 Capital Contributions. The Partners may, but shall not be required, to make capital contributions to the Partnership.

5.2 Limitation of Liability of the Partners. Except as otherwise provided in the TBOC, the Partners shall not have any liability or obligation for any debts, liabilities or obligations of the Partnership, or of any agent or employee of the Partnership, beyond the Partners’ capital contributions.

5.3 Loans. If any Partner makes any loans to the Partnership, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Partner. Interest shall accrue on any such loan at an annual rate agreed to by the Partnership and the Partner (but not in excess of the maximum rate allowable under applicable usury laws).

HUI-159644v3 - 2 -

6. PERCENTAGE INTEREST OF THE PARTNERS IN THE PARTNERSHIP

6.1 Percentage Interest. The partnership interests (the “Percentage Interest”) of each of the Partners shall be as set forth on Schedule A.

7. DISTRIBUTIONS

7.1 Distributions. Distributions shall be made to the Partners (in cash or in kind) at the times and in the aggregate amounts determined by the General Partner and as permitted by applicable law.

8. ADMISSION OF ADDITIONAL PARTNERS

8.1 Admission of Additional Partners. Additional limited partners of the Partnership may be admitted to the Partnership at the direction of the General Partner only if a new limited partnership agreement or an amendment and restatement of this Agreement is executed.

9. ASSIGNMENTS

9.1 Assignments. Any assignment or purported assignment of an interest in the Partnership shall require the written consent of the General Partner, which may be granted or withheld in its sole discretion. If a Partner is permitted to transfer its interest in the Partnership pursuant to this Section 9.1, the transferee shall be admitted to the Partnership upon the execution of a new limited partnership agreement or an amendment and restatement of this Agreement. Such admission shall be deemed effective immediately following the execution of the new limited partnership agreement or amendment and restatement of this Agreement, and, immediately following such admission, the transferor partner shall cease to be a partner of the Partnership.

10. DISSOLUTION AND LIQUIDATION

10.1 Events Triggering Dissolution. The Partnership shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1 the written consent of all the Partners; or

10.1.2 the entry of a decree of judicial dissolution under the TBOC.

The Partnership shall not be dissolved for any other reason, including without limitation, the Partners becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of a Partner’s partnership interest in the Partnership.

HUI-159644v3 - 3 -

10.2 Liquidation. Upon dissolution, the Partnership shall be wound up and liquidated by the General Partner or by a liquidating manager selected by the General Partner. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1 to creditors, including the Partners if they are creditors, in the order of priority as established by law, in satisfaction of liabilities of the Partnership (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Partners under the TBOC; and then

10.2.2 to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Partnership and all claims and obligations known to the Partnership but for which the identity of the claimant is unknown; and then

10.2.3 to the Partners, which liquidating distribution may be made to the Partners in cash or in kind, or partly in cash and partly in kind.

10.3 Certificate of Termination. Upon the dissolution of the Partnership and the completion of the liquidation and winding up of the Partnership’s affairs and business, the General Partner shall, on behalf of the Partnership, prepare and file a certificate of termination with the Texas Secretary of State, as required by the TBOC. When such certificate is filed, the Partnership’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

11.2 Method of Accounting. The General Partner shall select a method of accounting for the Partnership as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Partnership in accordance with sound accounting principles consistently applied.

11.3 Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Partnership or at such other location as specified by the General Partner.

12. MISCELLANEOUS

12.1 Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Partners and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without reference to conflict of laws principles.

HUI-159644v3 - 4 -

12.3 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4 Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5 Amendment. This Agreement may be amended at any time upon the determination of the General Partner and the Partners holding an aggregate Percentage Interest in excess of 50%, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Partnership required under the documents evidencing and securing such indebtedness shall have been received by the Partnership.

12.6 Entire Agreement. This Agreement constitutes the entire agreement of the Partners with respect to the subject matter hereof.

12.7 Binding Agreement. Notwithstanding any other provision of this Agreement, the Partners agree that this Agreement constitutes a legal, valid and binding agreement of the Partners in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

HUI-159644v3 - 5 -

IN WITNESS WHEREOF, the Partners, intending to be legally bound, have signed this Agreement as of the date first written above.

GENERAL PARTNER:
APL SOUTHTEX PIPELINE COMPANY LLC, a Texas limited liability company
By:	APL SOUTHTEX MIDSTREAM LLC, its sole member
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay Title: President
LIMITED PARTNER:
APL SOUTHTEX MIDSTREAM HOLDING COMPANY LP, a Texas limited partnership
By:	APL SOUTHTEX PIPELINE COMPANY LLC, its general partner
By:	APL SOUTHTEX MIDSTREAM LLC, its sole member
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay Title: President

[SIGNATURE PAGE TO APL SOUTHTEX PROCESSING COMPANY LP AGREEMENT]

HUI-159644

SCHEDULE A

LIST OF PARTNERS

Name of Partner and Address	Percentage Interest
APL SouthTex Pipeline Company LLC (General Partner) 110 W. 7th St., Suite 2300 Tulsa, Oklahoma 74137		0	%
APL SouthTex Midstream Holding Company LP (Limited Partner) 110 W. 7th St., Suite 2300 Tulsa, Oklahoma 74137		100	%

HUI-159644v3

EX-3.24

Exhibit 3.24

F  I  L  E  D

In the Office of the

Secretary of State of Texas

MAY 07 2013

Corporations Section

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

TEAK TEXANA TRANSMISSION COMPANY LP

Pursuant to the provisions of Title 1, Chapter 3, Subchapter B of the Texas Business Organizations Code (the “TBOC”), TEAK Texana Transmission Company LP, a Texas limited partnership (the “Partnership”), hereby adopts the following Amended and Restated Certificate of Formation (the “Amended and Restated Certificate”):

1. The name of the Partnership is TEAK Texana Transmission Company LP. The Partnership is a Texas limited partnership.

2. This Amended and Restated Certificate (a) amends the name of the Partnership, (b) deletes Articles One through Four in their entirety, and (c) adds new Articles One through Six. The Amended and Restated Certificate reads in its entirety as follows:

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

APL SOUTHTEX TRANSMISSION COMPANY LP

ARTICLE ONE

The name of the Partnership is APL SouthTex Transmission Company LP.

ARTICLE TWO

The filing entity is a limited partnership.

ARTICLE THREE

The street address of the Partnership’s current registered office in the State of Texas is 350 N. St. Paul Street, Dallas, TX 75201 and the name of the current registered agent at such address is CT Corporation System.

ARTICLE FOUR

The address of the principal office of the Partnership in the United States where records are to be kept or made available is 110 W. 7^th St., Suite 2300, Tulsa, Oklahoma 74119.

HUI-159649v1

ARTICLE FIVE

The name of the sole general partner is APL South Tex Pipeline Company LLC, a Texas limited liability company, and the mailing address and street address of the principal office of such general partner is 110 W. 7^th St., Suite 2300, Tulsa, Oklahoma 74119.

ARTICLE SIX

3. Each amendment set forth above has been made in accordance with, and approved in the manner required by, the provisions of the TBOC and the governing documents of the Partnership.

4. This Amended and Restated Certificate, which is set forth in its entirety above, accurately states the text of the Certificate of Formation being restated and each amendment to the Certificate of Formation being restated that is in effect, as further amended by this Amended and Restated Certificate. This Amended and Restated Certificate does not contain any other change to the Certificate of Formation being restated except for the information permitted to be omitted by the provisions of the TBOC.

5. This Amended and Restated Certificate will become effective when the document is filed with the Secretary of State of the State of Texas.

[Signature Page Follows]

HUI-159649v1 -2-

IN WITNESS WHEREOF, the undersigned hereby executes this Amended and Restated Certificate of Formation this 7^th day of May, 2013

By:	APL SouthTex Pipeline Company LLC, its general partner
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay
	Title: President

[SIGNATURE PAGE TO CERTIFICATE OF FORMATION TEAK TEXANA TRANSMISSION COMPANY LP]

HUI-159649

EX-3.25

Exhibit 3.25

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

of

APL SOUTHTEX TRANSMISSION COMPANY LP

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of APL SouthTex Transmission Company LP (the “Partnership”) dated as of May 7, 2013 is made by APL SouthTex Pipeline Company LLC, a Texas limited liability company (the “General Partner”), and APL SouthTex Midstream Holding Company LP, a Texas limited partnership (the “Limited Partner” and, collectively with the General Partner, the “Partners”), to establish a limited partnership. The Partners, intending to be legally bound, hereby continue the Partnership as a limited partnership and set forth the terms of their agreement as to the affairs of the Partnership and the conduct of its business, as follows:

RECITALS

WHEREAS, the Partnership was formed under the name “TEAK Texana Transmission Company LP” as a limited partnership under the Texas Business Organizations Code (as amended from time to time, the “TBOC”), on August 22, 2012 by the filing of a Certificate of Formation (the “Certificate”) with the Secretary of State of the State of Texas and the execution by a general partner and a sole limited partner of a Limited Partnership Agreement dated August 22, 2012 (the “Original Agreement”); and

WHEREAS, the Partners desire to amend and restate the Original Agreement in its entirety.

AGREEMENT

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the TBOC, the General Partner hereby organizes a limited partnership for the purposes hereinafter expressed.

1.2 Purpose. The Partnership’s purpose shall be to engage in all lawful businesses for which a limited partnership may be organized under the TBOC. The Partnership shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Partnership shall be vested in the General Partner who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Partnership and who shall have the power and authority to bind the Partnership, and the Limited Partner shall have no right of control over the business and affairs of the Partnership.

2.2 Meetings. No meetings of the Partners need be held. The Partners may hold annual, periodic or other formal meetings to transact business that the Partners or any group of Partners may conduct as provided in this Agreement. Meetings of the Partners may be called by the General Partner (or the general partners, if there be more than one).

HUI-159639v3

2.3 Action by Written Consent. Any action by the General Partner may be taken in the form of a written consent rather than at a Partners’ meeting. The Partnership shall maintain a permanent record of all actions taken by the General Partner.

2.4 Officers. The General Partner may, from time to time as it deems advisable, appoint officers of the Partnership and assign in writing titles (including, President, Vice President, Secretary and Treasurer) to any such person. Unless the General Partner decides otherwise, if the title is one commonly used for officers of a business entity formed under the TBOC, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 2.4 may be revoked at any time by the General Partner.

3. RIGHTS AND DUTIES OF THE GENERAL PARTNER

3.1 Powers of the General Partner. The General Partner shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the General Partner under the laws of the State of Texas. Notwithstanding the foregoing, the General Partner’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Partnership.

3.2 Indemnification. The Partners shall, and any employee or agent of the Partnership or employee or agent of the Partners in connection with services to the Partnership may, in the General Partner’s absolute discretion, be indemnified by the Partnership to the fullest extent permitted by the TBOC and as may be otherwise permitted by applicable law.

4. TITLE TO PARTNERSHIP PROPERTY

4.1 Title in Partnership Name. All real and personal property shall be acquired in the name of the Partnership and title to any property so acquired shall vest in the Partnership itself rather than in any of the Partners.

5. CAPITAL CONTRIBUTIONS

5.1 Capital Contributions. The Partners may, but shall not be required, to make capital contributions to the Partnership.

5.2 Limitation of Liability of the Partners. Except as otherwise provided in the TBOC, the Partners shall not have any liability or obligation for any debts, liabilities or obligations of the Partnership, or of any agent or employee of the Partnership, beyond the Partners’ capital contributions.

5.3 Loans. If any Partner makes any loans to the Partnership, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Partner. Interest shall accrue on any such loan at an annual rate agreed to by the Partnership and the Partner (but not in excess of the maximum rate allowable under applicable usury laws).

HUI-159639v3 - 2 -

6. PERCENTAGE INTEREST OF THE PARTNERS IN THE PARTNERSHIP

6.1 Percentage Interest. The partnership interests (the “Percentage Interest”) of each of the Partners shall be as set forth on Schedule A.

7. DISTRIBUTIONS

7.1 Distributions. Distributions shall be made to the Partners (in cash or in kind) at the times and in the aggregate amounts determined by the General Partner and as permitted by applicable law.

8. ADMISSION OF ADDITIONAL PARTNERS

8.1 Admission of Additional Partners. Additional limited partners of the Partnership may be admitted to the Partnership at the direction of the General Partner only if a new limited partnership agreement or an amendment and restatement of this Agreement is executed.

9. ASSIGNMENTS

9.1 Assignments. Any assignment or purported assignment of an interest in the Partnership shall require the written consent of the General Partner, which may be granted or withheld in its sole discretion. If a Partner is permitted to transfer its interest in the Partnership pursuant to this Section 9.1, the transferee shall be admitted to the Partnership upon the execution of a new limited partnership agreement or an amendment and restatement of this Agreement. Such admission shall be deemed effective immediately following the execution of the new limited partnership agreement or amendment and restatement of this Agreement, and, immediately following such admission, the transferor partner shall cease to be a partner of the Partnership.

10. DISSOLUTION AND LIQUIDATION

10.1 Events Triggering Dissolution. The Partnership shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1 the written consent of all the Partners; or

10.1.2 the entry of a decree of judicial dissolution under the TBOC.

The Partnership shall not be dissolved for any other reason, including without limitation, the Partners becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of a Partner’s partnership interest in the Partnership.

HUI-159639v3 - 3 -

10.2 Liquidation. Upon dissolution, the Partnership shall be wound up and liquidated by the General Partner or by a liquidating manager selected by the General Partner. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1 to creditors, including the Partners if they are creditors, in the order of priority as established by law, in satisfaction of liabilities of the Partnership (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Partners under the TBOC; and then

10.2.2 to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Partnership and all claims and obligations known to the Partnership but for which the identity of the claimant is unknown; and then

10.2.3 to the Partners, which liquidating distribution may be made to the Partners in cash or in kind, or partly in cash and partly in kind.

10.3 Certificate of Termination. Upon the dissolution of the Partnership and the completion of the liquidation and winding up of the Partnership’s affairs and business, the General Partner shall, on behalf of the Partnership, prepare and file a certificate of termination with the Texas Secretary of State, as required by the TBOC. When such certificate is filed, the Partnership’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

11.2 Method of Accounting. The General Partner shall select a method of accounting for the Partnership as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Partnership in accordance with sound accounting principles consistently applied.

11.3 Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Partnership or at such other location as specified by the General Partner.

12. MISCELLANEOUS.

12.1 Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Partners and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without reference to conflict of laws principles.

HUI-159639v3 - 4 -

12.3 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4 Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5 Amendment. This Agreement may be amended at any time upon the determination of the General Partner and the Partners holding an aggregate Percentage Interest in excess of 50%, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Partnership required under the documents evidencing and securing such indebtedness shall have been received by the Partnership.

12.6 Entire Agreement. This Agreement constitutes the entire agreement of the Partners with respect to the subject matter hereof.

12.7 Binding Agreement. Notwithstanding any other provision of this Agreement, the Partners agree that this Agreement constitutes a legal, valid and binding agreement of the Partners in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

HUI-159639v3 - 5 -

IN WITNESS WHEREOF, the Partners, intending to be legally bound, have signed this Agreement as of the date first written above.

GENERAL PARTNER:
APL SOUTHTEX PIPELINE COMPANY LLC, a Texas limited liability company
By:	APL SOUTHTEX MIDSTREAM LLC, its sole member
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay
	Title: President

LIMITED PARTNER:
APL SOUTHTEX MIDSTREAM HOLDING COMPANY LP, a Texas limited partnership
By:	APL SOUTHTEX PIPELINE COMPANY LLC, its general partner
By:	APL SOUTHTEX MIDSTREAM LLC, its sole member
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay
	Title: President

[SIGNATURE PAGE TO APL SOUTHTEX TRANSMISSION COMPANY LP AGREEMENT]

HUI-159639

SCHEDULE A

LIST OF PARTNERS

Name of Partner and Address	Percentage Interest
APL SouthTex Pipeline Company LLC		0	%
(General Partner)
110 W. 7th St., Suite 2300
Tulsa, Oklahoma 74137
APL SouthTex Midstream Holding Company LP		100	%
(Limited Partner)
110 W. 7th St., Suite 2300
Tulsa, Oklahoma 74137

HUI-159639v3

EX-3.26

Exhibit 3.26

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:11 PM 07/16/2004

FILED 12:01 PM 07/16/2004

SRV 040522671 – 224603 FILE

CERTIFICATE OF FORMATION

OF

SPECTRUM FIELD SERVICES LLC

PURSUANT TO SECTION 18-201

OF THE

DELAWARE LIMITED LIABILITY COMPANY ACT

1. The name of the limited liability company is Spectrum Field Services LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall become effective upon the filing of the Notice of Conversion of Spectrum Field Services, Inc. with the Secretary of State of the State of Delaware pursuant to Sections 103 and 266 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned, being the sole member of Spectrum Field Services LLC, has executed this Certificate of Formation of Spectrum Field Services LLC this 16 day of July, 2004.

ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., Authorized Entity
By:	Atlas Pipeline Partners GP, LLC Its General Partner
By:	/s/ Michael Staines
	Name: Michael Staines
	Title: President and Chief Operating Officer

# 2020990_v1

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:11 PM 07/16/2004

FILED 12:01 PM 07/16/2004

SRV 040522671 – 3224603 FILE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL

CORPORATION LAW

1. The name of the corporation is Spectrum Field Services, Inc.

2. The date on which the original Certificate of Incorporation was filed with the Secretary of State was May 8, 2000.

3. The name of the limited liability company into which the corporation is herein being converted is Spectrum Field Services LLC.

4. The conversion has been approved in accordance with the provisions of Section 266 of the General Corporation Law of the State of Delaware.

SPECTRUM FIELD SERVICES, INC.
By:	/s/ Michael Staines
	Name: Michael Staines
	Title: Vice President

# 2020229_v1

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:16 PM 11/29/2004

FILED 02:16 PM 11/29/2004

SRV 040856436 – 3224603 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

SPECTRUM FIELD SERVICES, LLC

1. Name of Limited Liability Company: SPECTRUM FIELD SERVICES, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

FIRST:  The name of the limited liability company is

  ATLAS PIPELINE MID-CONTINENT,

  LLC.

3. The effective date of this Amendment shall be January 1, 2005.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 23 day of November, 2004.

SPECTRUM FIELD SERVICES, LLC
By:	/s/ Michael L. Staines
	Michael L. Staines Vice President

LS\APL-Spectrum\Certificate of Amendment

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:21 PM 12/17/2004

FILED 07:20 PM 12/17/2004

SRV 040919622 – 3224603 FILE

LIMITED LIABILITY COMPANY

CERTIFICATE OF CORRECTION

FILED TO CORRECT A CERTAIN ERROR IN THE

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF FORMATION

OF

ATLAS PIPELINE MID-CONTINENT, LLC

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF DELAWARE ON NOVEMBER 29, 2004

1. The name of the limited liability company is Atlas Pipeline Mid-Continent, LLC.

2. A Certificate of Amendment to the Certificate of Formation was filed by the Secretary of State of Delaware on November 29, 2004 that requires correction as permitted by Section 18-211 of the Delaware limited Liability Company Act.

3. The inaccuracy or defect of the Certificate to be corrected is as follows:

The name of the limited liability company is “Atlas Pipeline Mid-Continent LLC”, without a comma and the effective date of the name change, as reflected in the original Certificate of Amendment to the Certificate of Formation filed on November 29, 2004 is January 1, 2005.

4. Article 2 of the Certificate of Amendment to the Certificate of Formation is corrected to read as follows:

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

FIRST: The name of the limited liability company is Atlas Pipeline Mid-Continent LLC.

ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.     Member
By:	Atlas Pipeline Partners GP, LLC Its General Partner
By:	/s/ Michael Staines
	Michael Staines
	President and Chief Operating Officer

[Illegible]

[Illegible]

EX-3.27

Exhibit 3.27

EXECUTION COPY

LIMITED LIABILITY COMPANY AGREEMENT

OF

SPECTRUM FIELD SERVICES LLC

This Limited Liability Company Agreement is entered into as of the 16th day of July, 2004 by Atlas Pipeline Operating Partnership, L.P. (the “Member”) as the sole member of Spectrum Field Services LLC. The Member desires to form a limited liability company pursuant to the Act as set forth herein.

RECITALS

Whereas, Spectrum Field Services, Inc. (“Spectrum, Inc.”) was incorporated in the State of Delaware in 1999 and on July 16, 2004 all of the outstanding capital stock of Spectrum Inc. was acquired by Atlas Pipeline Operating Partnership, L.P. pursuant to a Securities Purchase Agreement dated as of June 10, 2004 among Spectrum, Inc., Energy Spectrum Partners II LP, Energy Spectrum Partners III LP, the Management Sellers specified therein and Atlas Pipeline Operating Partnership, L.P.;

Whereas, pursuant to written consents dated July 16, 2004, the Board of Directors of Spectrum, Inc. and Atlas Pipeline Operating Partnership, L.P., as sole stockholder, authorized and approved, among other things, the conversion of Spectrum, Inc. into a Delaware limited liability company (the “Conversion”) in accordance with Section 266 of the General Corporation Law of the State of Delaware “DGCL § 266”) and this Agreement and the filing of (i) a Notice of Conversion with the Secretary of State of the State of Delaware pursuant to DGCL § 266 and (ii) a Certificate of Formation of Spectrum Field Services LLC with the Secretary of State of the State of Delaware pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.); and

Whereas, the Notice of Conversion and the Certificate of Formation were filed with the Secretary of State of the State of Delaware on July, 16, 2004.

Now, Therefore, the Member wishes to adopt this Agreement to set forth the terms and conditions by which the Spectrum Field Services LLC will be governed.

ARTICLE I

Name and Place of Business

Section 1.1 Name. The name of the Company is Spectrum Field Services LLC. The business of the Company may be conducted under any name deemed necessary or desirable by the Member. The Company has been formed as a limited liability company pursuant to the provisions of the Act. The rights, duties and liabilities of the Member shall be as provided in the Act for members and managers except as provided herein.

Section 1.2 Registered Office; Place of Business. The registered office of the Company in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle and its registered agent at such address is The Corporation Trust Company. The principal place of business of the Company is 6846 South Canton Suite 200, Tulsa, OK 74136 or such other place or places as the Member may hereafter determine.

ARTICLE II

Business, Purpose, and Term of Company; Admission of Member

Section 2.1 Purposes. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

Section 2.2 Term of Company. The term of the Company shall commence on the date the Certificate of Formation is filed with the Delaware Secretary of State in accordance with the provisions of the Act and shall continue on a perpetual basis unless dissolved pursuant to Article VIII of this Agreement.

Section 2.3 Admission of Member. The name and the mailing address of the Member is as set forth in Annex A hereto. The Member is hereby admitted as the sole member of the Company and agrees to be bound by the terms of this Agreement.

ARTICLE III

Capital Contributions

Section 3.1 Capital Contribution by Member. Upon the formation of the Company, the Member shall not be required to make a Capital Contribution. Instead, the initial Capital Contribution of the Member shall be deemed to be the value of the assets of Spectrum, Inc., net of its liabilities at the time of the Conversion. Additional Capital Contributions shall be made from time to time as the Member shall determine but it shall have no obligation to make additional Capital Contributions.

2

ARTICLE IV

Allocation of Profits and Distributions

Section 4.1 Allocation of Profits and Losses. All profits and losses of the Company shall be allocated to the Member.

Section 4.2 Distributions. All distributions of cash or other assets of the Company shall be made to the Member when and as determined by the Member. The Member shall not have the right to distributions or the return of any contribution to the capital of the Company except (A) for distributions in accordance with this Section 4.2 or (B) upon dissolution of the Company. To the fullest extent permitted by the Act, the Member shall not be liable for the return of any such amounts. The Company shall not make a distribution to the Member if such distribution would violate Section 18-607 of the Act.

ARTICLE V

Membership Units; Pledge

Section 5.1 Membership Units. The Company shall be authorized to issue one hundred (100) membership units (“Membership Units”), all of which shall be issued to the Member. The Membership Interests in the Company of the Member shall be evidenced by the Membership Units. Membership Units shall for all purposes be personal property.

Section 5.2 Certificate of Membership Units. The Company shall issue to the Member a limited liability company certificate in the form annexed hereto as Annex B (a “Certificate”), evidencing the Membership Units in the Company held by such Member. The Certificate shall be transferable only on the books of the Company, to be kept by the Secretary of the Company, on surrender thereof by the registered holder in person or by attorney, and until so transferred, the Company may treat the registered holder of a Certificate as the owner of the Membership Interest evidenced thereby for all purposes whatsoever. Nothing contained in this Section 5.2 shall authorize or permit the Member to transfer its interest except as contemplated by Sections 5.4 and 11.1. For the purposes of Article 8 in any Uniform Commercial Code, each interest in the Company as evidenced by a Certificate shall be deemed to be a security, as such term is defined in any Uniform Commercial Code.

Section 5.3 Agreement to Pledge Membership Units. Notwithstanding any provision herein to the contrary, the Member may pledge its Membership Units in the Company to secure obligations of the Member and/or obligations of the Company or its subsidiaries. The Member hereby agrees to take any and all actions and execute such instruments, agreement and other document to effect the pledge of its Membership Units.

3

Section 5.4 Pledge of Membership Units. To secure, among other things, the payment and performance of the obligations of the Member and the Company, as guarantors, under that certain Credit Agreement which is to be entered into and dated as of July 16, 2004, among Atlas Pipeline Partners, L.P., as Borrower, the Guarantors named therein, including the Company and the Member, Wachovia Bank, National Association as Administrative Agent and Issuing Bank (in such capacity the “Administrative Agent”), the Lenders from time to time party thereto and Wachovia Capital Markets, LLC, as Lead Arranger (as amended from time to time, the “Credit Agreement”), the Member will pledge 100% of its Membership Units in the Company to the Administrative Agent, for the benefit of itself and the Lenders. Such pledge is hereby authorized by the Member and the Company. The books and records of the Company shall be marked to reflect the pledge of the Membership Units to the Administrative Agent, for the benefit of itself and the other Lenders. For so long as the Company shall be a guarantor of Loans (as defined in the Credit Agreement) outstanding under the Credit Agreement, no Membership Interest or any rights relating thereto will be transferred or further encumbered and no new Members will be admitted without the written consent of the Administrative Agent and, if the Company is advised by the Administrative Agent that an event of default has occurred and is continuing under the Credit Agreement, the Company will comply with the provisions of the Security Instruments (as defined in the Credit Agreement) which are to be entered into and dated as of July 16, 2004. No exercise by the Administrative Agent of its rights under such Security Instruments shall constitute a violation of or be prohibited by this Agreement and the Administrative Agent shall become a member upon such exercise.

ARTICLE VI

Management of the Company

Section 6.1 General. Atlas Pipeline Partners GP, LLC shall be the manager of the Company (the “Managing Member”) and shall be responsible for the management of the Company, provided that the Member may by an instrument in writing appoint another person or entity to act as Managing Member of the Company (and terminate the appointment of any such other person or entity) in which event such other person or entity shall have all rights and obligations of the Managing Member hereunder. The Managing Member shall have the right, power and authority to manage, direct and control all of the business and affairs of the Company, to transact business on behalf of the Company, to sign for the Company or on behalf of the Company or otherwise to bind the Company. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware.

Section 6.2 Delegation of Powers of Managing Member. The Managing Member shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to delegate the management, control,

4

administration, and operation of the business and affairs of the Company or the custody of the Company’s assets for all purposes stated in this Agreement. Such delegation shall be as provided in such documentation as the Managing Member shall determine. Any such delegation shall not cause the Managing Member to cease to be the Managing Member. Michael Staines is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate of Formation (and any amendments and/or restatements thereof), the Notice of Conversion and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business as well as such other agreements and instruments in connection with matters and transactions otherwise approved by the Company with respect to conduct of its business. Nothing contained in this Article VI shall limit or otherwise restrict the applicability of Section 18-407 of the Act.

Section 6.3 Officers. The Managing Member may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Treasurer, and Secretary, to act on behalf of the Company with such power and authority as the Managing Member may delegate in writing to any such persons. Until otherwise determined by the Managing Member by an instrument in writing, the persons set forth below shall have the title set forth opposite their name and each such officer of the Company shall have authority to execute in the name and on behalf of the Company all contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments as may be necessary or appropriate for the conduct of the business of the Company, including, without limitation, the Credit Agreement and related instruments and documents.

Name	Title
Robert F. Firth	President
David D. Hall	Executive Vice President and Chief Financial Officer
Michael L. Staines	Vice President
Freddie M. Kotek	Vice President
Michael S. Yecies	Secretary

Section 6.4 Powers of Managing Member. The Managing Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Managing Member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company at the expense of the Company, including but not limited to the execution and acknowledgment of all documents or instruments in all matters necessary, desirable, convenient or incidental to the purpose of the Company or the making of investments of Company funds.

5

Section 6.5 Reliance by Third Parties. Any person or entity dealing with the Company may rely on a certificate signed by the Managing Member as to:

(i) the identity of the Managing Member;

(ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Managing Member or are in any matter germane to the affairs of the Company;

(iii) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(iv) any act or failure to act by the Company or as to any other matter whatsoever involving the Company.

Section 6.6 Actions Requiring Member Approval. Notwithstanding any other provision of this Agreement, the written consent of the Member shall be required to approve the following matters:

(i) the dissolution or winding up of the Company;

(ii) the merger or consolidation of the Company;

(iii) the sale, transfer, contribution, exchange, mortgage, pledge, encumbrance, lease or other disposition or transfer of all or substantially all of the assets of the Company;

(iv) the declaration of any distributions by the Company; and

(v) amendments to this Agreement.

ARTICLE VII

Fiscal Year; Tax Matters

The fiscal year of the Company for accounting and tax purposes shall begin on January 1 and end on December 31 of each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Code. Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal, state and local, as applicable, income tax purposes as provided in Treas. Reg. § 7701-3. The Company’s books of account shall be

6

maintained on a basis consistent with such treatment and on the same basis utilized in preparing the Member’s federal income tax return. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts thereof at its own expense. The Member shall maintain the records of the Company for three years following the termination of the Company.

ARTICLE VIII

Event of Bankruptcy; Dissolution

As permitted by Sections 18-304 and 18-801(b) of the Act, an Event of Bankruptcy with respect to the Member shall not cause the Member to cease to be a member of the Company and shall not result in the dissolution of the Company. The Company shall be dissolved, and shall terminate and wind up its affairs, upon the first to occur of the following:

(a) the determination by the Member to dissolve the Company;

(b) the death, retirement, resignation, expulsion or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, including the disposition of all of the Member’s interest in the Company, unless the business of the Company is continued either by the consent of all of any remaining members of the Company within 90 days following the occurrence of any such event or in a manner permitted by Section 18-801(a)(4) of the Act, or

(c) the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act.

ARTICLE IX

Governing Law and Jurisdiction

This Agreement, including its existence, validity, construction and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to principles of conflicts of laws). The Member intends the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

ARTICLE X

Liability and Indemnification

Section 10.1 Liability. (a) The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act. The Managing Member shall have no personal liability to the Company

7

or its Members for monetary damages for breach of fiduciary duty as the Managing Member; provided, however, that the foregoing provision shall not eliminate the liability of the Managing Member for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or for any transaction from which the Managing Member derived an improper personal benefit. To the maximum extent permitted by applicable law, the Managing Member shall not be liable to the Company or any other third party (i) for mistakes of judgment, (ii) for any act or omission suffered or taken by it, or (iii) for losses due to any such mistakes, action or inaction.

Section 10.2 Indemnification. To the full extent permitted by law, the Company shall (a) indemnify any person or such person’s heirs, distributees, next of kin, successors, appointees, executors, administrators, legal representatives or assigns who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a Member, Managing Member, director, officer, employee or agent of the Company or is or was serving at the request of the Company or its Member or Managing Member as a member, manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign, against expenses, attorneys’ fees, court costs, judgments, fines, amounts paid in settlement and other losses actually and reasonably incurred by such person in connection with such action, suit or proceeding and (b) advance expenses incurred by a Member, Managing Member, officer or director in defending such civil or criminal action, suit or proceeding to the full extent authorized or permitted by the laws of the State of Delaware.

Section 10.3 Reliance. The Member and the Managing Member may consult with legal counsel or accountants selected by the it and, to the maximum extent permitted by applicable law, any action or omission suffered or taken in good faith in reliance and in accordance with the written opinion or advice of any such counsel or accountants (provided such counsel or accountants have been selected with reasonable care) shall be fully protected and justified with respect to the action or omission so suffered or taken. The provisions of this Section 10.3 shall not be construed to limit or otherwise restrict the applicability of Section 18-406 of the Act.

ARTICLE XI

Assignment of Interests; Additional Members

Section 11.1 Transfer. Except as provided by Section 5.4, the Member may Transfer all or part of its Membership Interest in the Company as represented by the Membership Units to any person at any time.

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Section 11.2 Additional Members. Subject to Section 5.4, one (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional member(s), the Member and the additional member(s) shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the Member and the additional member(s) to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the Member and the additional member(s) may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two (2) or more members.

ARTICLE XII

Winding Up and Distribution of Assets

Section 12.1 Winding Up. If the Company is dissolved, the Member shall wind up the affairs of the Company.

Section 12.2 Distribution of Assets. Upon the winding up of the Company, subject to the provisions of the Act, the Member shall pay or make reasonable provision to pay all claims and obligations of the Company, including all costs and expenses of the liquidation and all contingent, conditional or unmatured claims and obligations that are known to the Member but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets shall be distributed to the Member.

ARTICLE XIII

Amendments

Any amendments to this Agreement may be made in the sole and absolute discretion of the Member and shall be in writing signed by the Member.

ARTICLE XIV

Miscellaneous

Section 14.1 Titles and Captions. All article or section titles or captions in this Agreement are for convenience only. They shall not be deemed part of the Agreement and in no way define, limit extend or describe the scope or intent of any provision hereof.

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Section 14.2 Pronouns and Plural. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

Section 14.3 Entire Agreement. This Agreement contains all of the understandings and agreements of the Member with respect to the subject matter hereof, and the rights, interests and obligations of the Member with respect to the Company.

Section 14.4 Invalidity of Provisions. If any provision of this Agreement is or becomes invalid or unenforceable in any respect, the remaining provisions contained herein shall not be effected thereby.

ARTICLE XV

Definitions

As used herein, the following terms shall have the indicated definitions.

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as may be amended from time to time.

“Administrative Agent” has the meaning set forth in Section 5.4.

“Agreement” means this Limited Liability Company Agreement, as may be amended from time to time.

“Capital Contribution” means the contribution(s) by the Member to capital of the Company.

“Certificate” has the meaning set forth in Section 5.2

“Certificate of Formation” means the Certificate of Formation of the Company as filed with the Delaware Secretary of State on July 16, 2004, as the same may be amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means Spectrum Field Services LLC., a Delaware limited liability company.

“Conversion” means the conversion of Spectrum, Inc. into a limited liability company in accordance with DGCL § 266 as set forth in the recitals.

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“Credit Agreement” has the meaning set forth in Section 5.4.

“DGCL § 266” has the meaning set forth in the recitals.

‘Event of Bankruptcy” has the meaning specified in Section 18-304(a) and (b) of the Act.

“Managing Member” means Atlas Pipeline Partners GP, LLC, unless another person or entity is appointed Managing Member by the Member pursuant to Section 6.1. The Managing Member shall be the “manager” as defined in Section 18-101(10) of the Act.

“Member” means Atlas Pipeline Operating Partnership, L.P.

“Membership Interest” means the ownership interest of the Member in the Company, including any and all rights, powers, benefits, duties or obligations conferred or imposed on the Member under the Act or this Agreement. The Membership Interests are represented by the Membership Units.

“Membership Units” has the meaning set forth in Section 5.1.

“Notice of Conversion” means the Notice of Conversion of Spectrum, Inc. as filed with the Delaware Secretary of State on July 16, 2004.

“Spectrum, Inc.” has the meaning set forth in the recitals.

“Transfer” means a transfer, assignment, pledge or encumbrance relative to any Membership Interest in the Company.

[Intentionally left blank]

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IN WITNESS WHEREOF, the Member has executed and delivered this Limited Liability Company Agreement the day and year first above written.

ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
By:	Atlas Pipeline Partners GP, LLC, Its General Partner
By:	/s/ Michael Staines
	Name: Michael Staines
	Title: President and Chief Operating Officer

12

Annex A

Atlas Pipeline Operating Partnership, L.P.

c/o Atlas Pipeline Partners, L.P.

1845 Walnut Street

Suite 1000

Philadelphia, PA 19103

Attn: Michael Staines

With a copy (which shall not constitute effective notice) to:

Holland & Knight LLP

195 Broadway

New York, NY 10007

Attn: James M. Lurie Esq. and Howard L. Margulis, Esq.

13

Annex B

Form Of Membership Unit

Number:              Membership Units

SPECTRUM FIELD SERVICES LLC

MEMBERSHIP CERTIFICATE

This certifies that                      is a member of the above named Limited Liability Company and the record owner of the number of Membership Units set forth above, transferable on the books and records of the Limited Liability Company, and is entitled to the full benefits and privileges of such membership, subject to the duties and obligations, as more fully set forth in the Limited Liability Company Agreement of Spectrum Field Services LLC.

IN WITNESS WHEREOF, Spectrum Field Services LLC has caused this Certificate to be executed by its duly authorized Managing Member this              day of         ,              and its Limited Liability Company seal to be hereunto affixed.

SPECTRUM FIELD SERVICES LLC
By:	Atlas Pipeline Partners GP, LLC, As Managing Member
By:
	Name: Title:

# 2081305_v3 14

SPECIMAN

Number: 100 Membership Units

SPECTRUM FIELD SERVICES LLC

MEMBERSHIP CERTIFICATE

This certifies that Atlas Pipeline Operating Partnership, L.P. is a member of the above named Limited Liability Company and the record owner of the number of Membership Units set forth above, transferable on the books and records of the Limited Liability Company, and is entitled to the full benefits and privileges of such membership, subject to the duties and obligations, as more fully set forth in the Limited Liability Company Agreement of Spectrum Field Services LLC.

IN WITNESS WHEREOF, Spectrum Field Services LLC has caused this Certificate to be executed by its duly authorized Managing Member this 16th day of July, 2004, and its Limited Liability Company seal to be hereunto affixed.

SPECTRUM FIELD SERVICES LLC
By:	Atlas Pipeline Partners GP, LLC, Its Managing Member
By:	/s/ Michael L. Staines
	Name: Michael L. Staines Title:   President & Chief Operating Officer

Original delivered to [Illegible] Bank at closing on 7/16/04

(membership interests part of [Illegible] Security)

# 2101774_

AMENDMENT NO. 1 TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF SPECTRUM FIELD SERVICES LLC

THIS AMENDMENT NO. 1 (the “Amendment”) to the Limited Liability Company Agreement of Spectrum Field Services LLC entered into as of the 16^th day of July, 2004 by Atlas Pipeline Operating Partnership, L.P. (the “Member”) as the sole member of Spectrum Field Services LLC, a Delaware limited liability company (the “Company”), is made and entered into effective as of the 1^st day of January, 2005.

WITNESSETH:

WHEREAS, the Company was formed on July 16, 2004 by means of filing a Certificate of Conversion and a Certificate of Formation with the Secretary of State of the State of Delaware and the Company has been operating pursuant to the Limited Liability Company Agreement of Spectrum Filed Services LLC referenced above (the “LLC Agreement”); and

WHEREAS, it has been determined that the name of the limited liability company will be changed to Atlas Pipeline Mid-Continent LLC; and

WHEREAS, the Member is executing this Amendment for the purpose of amending the LLC Agreement accordingly.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member agrees as follows:

1. All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the LLC Agreement.

2. Effective as of January 1, 2005, all references to the Company in the LLC Agreement shall refer to Atlas Pipeline Mid-Continent LLC.

3. Except as amended hereby, the LLC Agreement shall remain in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the Member has executed this Amendment No. 1 effective as of January 1, 2005.

ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
By:	Atlas Pipeline Partners GP, LLC Its General Partner
By:	/s/ Michael Staines
	Michael Staines President and Chief Operating Officer

# 2427544_v1

EX-3.28

Exhibit 3.28

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:44 PM 06/20/2012

FILED 05:44 PM 06/20/2012

SRV 120760157 – 5173670 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

FIRST:	The name of the limited liability company is APLMC Holding, LLC
SECOND:	The address of its registered office in the State of Delaware is 110 S. Poplar Street, Suite 101, City of Wilmington, County of New Castle, State of Delaware 19801. The name of its registered agent at such address is Andrew M. Lubin.

THE UNDERSIGNED is authorized to execute and file this Certificate of Formation for the purpose of forming the Company as a limited liability company pursuant to the laws of the State of Delaware, and accordingly has hereunto set her hand this 20^th day of June, 2012.

/s/ Lisa D. Schumm

Lisa D. Schumm, Authorized Person

LW:694456.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:10 PM 06/27/2012

FILED 12:10 PM 06/27/2012

SRV 120782618 – 5173670 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

APLMC HOLDING, LLC

1. Name of limited Liability Company: APLMC HOLDING, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

FIRST:    The name of the limited liability company is

      Atlas Pipeline Mid-Continent Holdings, LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 26^th day of June, 2012.

APLMC HOLDING, LLC, a Delaware limited liability company
By: Atlas Pipeline Operating Partnership, L.P., its sole member
By: Atlas Pipeline Partners GP, LLC, its general partner
By:	/s/ Gerald R. Shrader
Name:	Gerald R. Shrader
Its:	Secretary

LW:695377.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:11 PM 06/27/2012

FILED 12:11 PM 06/27/2012

SRV 120782622 – 5173670 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Atlas Pipeline Mid-Continent Holdings, LLC

2. The Registered Office of the limited liability company in the State of Delaware is changed to CORPORATION TRUST CENTER 1209 ORANGE STREET (street), in the City of WILMINGTON, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Gerald R. Shrader
	Authorized Person

Name:	Gerald R. Shrader, Secretary
	Print or Type

EX-3.29

Exhibit 3.29

LIMITED LIABILITY COMPANY AGREEMENT

of

ATLAS PIPELINE MID-CONTINENT HOLDINGS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT of ATLAS PIPELINE MID-CONTINENT HOLDINGS, LLC (the “Company”) dated as of June 25, 2012, is made by Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (the “Member”). The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the Act, the Company was formed on July 1, 2012.

1.2 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

1.3 Name. Effective as of the date hereof, the name of the Company shall be Atlas Pipeline Mid-Continent Holdings, LLC.

1.4 Registered Agent. The address of the Company’s registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Company’s registered agent at such address is Corporation Trust Company.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company. The Member may, by written instrument, appoint a board of directors, officers and agents of the Company to which the Member may delegate such duties, responsibilities and authority as shall be provided in such instrument. Any director, officer or agent may be removed at any time by written instrument executed by the Member.

2.2 Meetings. No meetings of the Members need be held. However, if there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by a Member, or a combination of Members.

2.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

LW:694463.1 1

3. RIGHTS AND DUTIES OF THE MEMBER

3.1. Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the State of Delaware. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

3.2. Indemnification. The Member shall, and any employee or agent of the Company or employee or agent of the Member in connection with services to the Company may, in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act and as may be otherwise permitted by applicable law.

4. TITLE TO COMPANY PROPERTY

4.1. Title in Company Name. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

5. CAPITAL CONTRIBUTIONS

5.1. Capital Contributions. The Member may, but shall not be required, to make capital contributions to the Company.

5.2. Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution.

5.3. Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

6. LIMITED LIABILITY COMPANY INTEREST

6.1. Limited Liability Company Interest. The Limited Liability Company Interest of Member shall be as set forth on Schedule A.

7. DISTRIBUTIONS.

7.1. Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the aggregate amounts determined by the Member and as permitted by applicable law.

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8. ELECTIONS.

8.1. Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9. ADMISSION OF ADDITIONAL MEMBERS

9.1. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

10. DISSOLUTION AND LIQUIDATION

10.1. Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1. the written consent of the Member; or

10.1.2. the entry of a decree of judicial dissolution under the Act

The Company shall not be dissolved for any other reason, including without limitation, the Member becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of Member’s membership interest in the Company.

10.2. Liquidation. Upon dissolution, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1. to creditors, including the Member if he is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

10.2.2. to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

10.2.3. to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

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10.3. Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1. Fiscal Year. The fiscal year of the Company shall be the calendar year.

11.2. Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

11.3. Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

12. MISCELLANEOUS.

12.1. Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

12.3. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4. Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5. Amendment. This Agreement may be amended at any time upon the determination of the Member, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Company required under the documents evidencing and securing such indebtedness shall have been received by the Company.

12.6. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

12.7. Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

4

IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this Agreement as of the date first written above.

SOLE MEMBER:
ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
By:    Atlas Pipeline Partners GP, LLC, its general partner
By:	/s/ Eugene N. Dubay
	Eugene N. Dubay
	President and Chief Executive Officer

5

SCHEDULE A

LIST OF MEMBERS

Name of Member and Address	Percentage
Atlas Pipeline Operating Partnership, L.P. 110 W. 7th Street, Suite 2300 Tulsa, OK 74119		100	%

6

AMENDMENT NO. 1 TO

LIMITED LIABILITY COMPANY

AGREEMENT

OF

ATLAS PIPELINE MID-CONTINENT

HOLDINGS, LLC

This Amendment No. 1 (the “Amendment”) to that certain Limited Liability Company Agreement, dated June 28, 2012 (the “Agreement”), of Atlas Pipeline Mid-Continent Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of June 28, 2012, by Atlas Pipeline Operating Partnership, L.P., a Delaware limited liability company, the sole member of the Company (the “Sole Member”).

WHEREAS, the date the Company was formed was June 20, 2012, but due to a scrivener’s error, the formation date of the Company, stated in Section 1.1 of the Agreement, was incorrectly listed as July 1, 2012; and

WHEREAS, the Company desires to amend the Agreement to correct this scrivener’s error.

NOW, THEREFORE, Section 1.1 of the Agreement is hereby amended and replaced as follows:

“1.1 Formation. In accordance with the Limited Liability Act, the Company was formed on June 20, 2012.”

Except as hereby amended, the Agreement shall remain in full force and effect.

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

SOLE MEMBER:
ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
By:    Atlas Pipeline Partners GP, LLC, its general partner
By:	/s/ Gerald R. Shrader
	Gerald R. Shrader
	Chief Legal Officer and Secretary

7

EX-3.30

Exhibit 3.30

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:35 PM 05/30/2007

FILED 03:35 PM 05/30/2007

SRV 070644534 – 4361795 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

FIRST:	The name of the limited liability company is Atlas Chaney Dell, LLC
SECOND:	The address of its registered office in the State of Delaware is 110 S. Poplar Street, Suite 101, City of Wilmington, County of New Castle, State of Delaware 19801. The name of its registered agent at such address is Andrew M.Lubin.

THE UNDERSIGNED Is authorized to execute and file this Certificate of Formation for the purpose of forming the Company as a limited liability company pursuant to the laws of the State of Delaware, and accordingly has hereunto set her hand this 30^th day of May, 2007.

/s/ Lisa D. Schumm

Lisa D. Schumm, Authorized Person

LW: 329614.1

EX-3.31

Exhibit 3.31

LIMITED LIABILITY COMPANY AGREEMENT

OF

ATLAS CHANEY DELL, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS CHANEY DELL, LLC dated as of this 10^th day of July, 2007 (this “Agreement”), is made by Atlas Pipeline Mid-Continent, LLC, a Delaware limited liability company (the “Member”). The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of Atlas Chaney Dell, LLC (the “Company”) and the conduct of the Company’s business, as follows:

ARTICLE 1

FORMATION, PURPOSE AND DEFINITIONS

1.1 Establishment of Limited Liability Company. The Member hereby confirms that the Company has been established as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as heretofore or hereafter amended (the “Act”).

1.2 Name. The name of the Company shall be Atlas Chaney Dell, LLC. The Company’s business may be conducted under any other name or names, as determined by the Member.

1.3 Registered Office of the Company. The registered office of the Company shall be the location set forth in the Company’s Certificate of Formation filed with the Office of the Secretary of State of the State of Delaware. The Member may, from time to time, change such registered agent and registered office, by appropriate filings as required by law.

1.4 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

1.5 Duration. Unless the Company shall be earlier terminated in accordance with Article 6, it shall continue in existence in perpetuity.

1.6 Other Activities of Member. The Member may engage in or possess an interest in other business ventures of any nature, whether or not similar to or competitive with the activities of the Company. The Company shall not have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Member or to the income or proceeds derived from such investments or activities. The Member shall incur no liability to the Company as a result of engaging in any other business or venture.

ARTICLE 2

CAPITAL CONTRIBUTIONS

2.1 Capital Contributions. The Member may, but shall not be required to, make capital contributions to the Company.

2.2 Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution, except as may be expressly required by this Agreement or applicable law.

2.3 Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

ARTICLE 3

DISTRIBUTIONS

3.1 Distributions. The Company shall make distributions of cash or other assets to the Member in the manner that the Member deems appropriate and as permitted by law.

ARTICLE 4

MANAGEMENT OF THE COMPANY

4.1 Powers of the Member. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

4.2 Meetings. If there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by Member, or a combination of Members; however, no meetings of the Members need be held.

4.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

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4.4 Officers.

(a) Designation and Appointment. The Member may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business, including employees, agents and other persons who may be designated as officers of the Company, with titles including but not limited to “chief executive officer,” “chairman,” “president,” “executive vice president,” “senior vice president,” “vice president,” “treasurer,” “secretary,” “chief financial officer” and “chief operating officer,” as and to the extent authorized by the Member. Any number of offices may be held by the same person. In its discretion, the Member may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware. Any officers so designated shall have such authority and perform such duties as the Member may, from time to time, delegate to them. The Member may assign titles to particular officers. Each officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided.

(b) Resignation/Removal. Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such at any time with or without cause by the Member. Designation of an officer shall not of itself create any contractual or employment rights.

(c) Duties of Officers Generally. The officers, in the performance of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

ARTICLE 5

TRANSFER OF MEMBERSHIP INTERESTS

5.1 Transfers. The Member may transfer all or any portion of its membership interest in the Company at any time or from time to time, to the extent and in the manner provided by applicable law.

ARTICLE 6

DISSOLUTION AND LIQUIDATION

6.1 Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following:

(a) the written consent of the Member;

(b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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The Company shall not be dissolved for any other reason, including, without limitation, the Member’s becoming bankrupt or executing an assignment for the benefit of creditors.

6.2 Liquidation. Upon dissolution of the Company in accordance with Section 6.1, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

(a) to creditors, including the Member if it is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

(b) to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

(c) to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

6.3 Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Department of State of the State of Delaware, as required by Section 18-203 of the Act. When such certificate is filed, the Company’s existence shall cease.

ARTICLE 7

ACCOUNTING AND FISCAL MATTERS

7.1 Fiscal Year. The fiscal year of the Company shall begin on January 1 and end on December 31 unless otherwise determined by the Member.

7.2 Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

7.3 Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

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ARTICLE 8

RIGHTS AND OBLIGATIONS OF

MEMBER; EXCULPATION AND INDEMNIFICATION

8.1 No Liability of Member. The Member shall not have any duty to the Company except as expressly set forth herein, in other written agreements or as otherwise required by applicable law.

8.2 Liability of Officers; Limits. No officer of the Company shall be liable to the Company or to the Member for any loss or damage sustained by the Company or to the Member, unless the loss or damage shall have been the result of:

(a) gross negligence, fraud or intentional misconduct, bad faith or knowing violation of law by the officer in question;

(b) a breach of the duty of loyalty of such officer to the Company or the Member;

(c) a transaction from which the officer derived an improper personal benefit;

(d) breach of such person’s duties pursuant to Section 4.4(c);

(the conduct described in each of the foregoing clauses (a) through (d), inclusive, being hereinafter referred to as “Improper Conduct”). In performing his or her duties, each such person shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid) of the following other persons or groups: one or more officers or employees of the Company; any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company or any other person who has been selected with reasonable care by or on behalf of the Company, in each case as to matters which such relying person reasonably believes to be within such other person’s competence.

8.3 Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company. The Member shall not be required to lend any funds to the Company.

8.4 Lack of Authority. The Member in its capacity as a Member shall not have any power to represent, act for, sign for or bind the Company or make any expenditures on behalf of the Company and the Member hereby consents to the exercise by the officers of the Company of the powers conferred on them by law and this Agreement.

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8.5 Right to Indemnification. Subject to the limitations and conditions as provided in this Article 8, each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, or a person of which he is the legal representative, is or was a Member or officer shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, reasonable attorneys’ fees) actually incurred by such person in connection with such Proceeding, appeal, inquiry or investigation, and indemnification under this Article 8 shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article 8 shall be deemed contract rights, and no amendment, modification or repeal of this Article 8 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article 8 could involve indemnification for negligence or under theories of strict liability. Notwithstanding the foregoing, no such indemnity shall extend to any officer to the extent that any Proceeding or such judgment, penalty, fine, settlement or expense results from Improper Conduct on the part of such officer.

8.6 Advance Payment. The right to indemnification conferred in this Article 8 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a person of the type entitled to be indemnified under Section 8.6 who was, is or is threatened to be, made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article 8 and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article 8 or otherwise.

8.7 Indemnification of Employees and Agents. The Company, upon the direction of the Member, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses under Sections 8.5 and 8.6. Notwithstanding the foregoing, no such indemnity shall extend to any employee or agent to the extent that any Proceeding or judgment, penalty, fine, settlement or expenses result from Improper Conduct on the part of such employee or agent.

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8.8 Appearance as a Witness. Notwithstanding any other provision of this Article 8, the Company may pay or reimburse reasonable out-of-pocket expenses incurred by any Member, officer or agent in connection with his or her appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

8.9 Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article 8 shall not be exclusive of any other right that a Member, officer or other person indemnified pursuant to this Article 8 may have or hereafter acquire under any law (common or statutory) or provision of this Agreement.

8.10 Insurance. The Company may purchase and maintain (if and to the extent feasible, as determined by the Member) insurance, at its expense, to protect itself and any Member, officer or agent of the Company who is or was serving at the request of the Company as a manager, representative, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Article 8.

8.11 Savings Clause. If this Article 8 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each person indemnified pursuant to this Article 8 as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any such Proceeding, appeal, inquiry or investigation to the full extent permitted by any applicable portion of this Article 8 that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE 9

MISCELLANEOUS

9.1 Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Article 5, his successors and assigns.

9.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

9.3 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

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9.4 Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

9.5 Headings. The Section headings used herein are for reference and convenience only and shall not be used for purposes of interpretation.

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IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this instrument on and as of the date first set forth above.

ATLAS PIPELINE MID-CONTINENT, LLC

By:    Atlas Pipeline Operating Partnership, L.P., its sole member

By:    Atlas Pipeline Partners GP, LLC, its general partner

By:	/s/ Michael L. Staines
Name:	Michael L. Staines
Title:	President & Chief Operating Officer

9

EX-3.32

Exhibit 3.32

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:26 PM 05/30/2007

FILED 03:26 PM 05/30/2007

SRV 070644395 – 4361792 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

FIRST:	The name of the limited liability company is Atlas Midkiff, LLC
SECOND:	The address of its registered office in the State of Delaware is 110 S. Poplar Street, Suite 101, City of Wilmington, County of New Castle, State of Delaware 19801. The name of its registered agent at such address is Andrew M. Lubin.

THE UNDERSIGNED is authorized to execute and file this Certificate of Formation for the purpose of forming the Company as a limited liability company pursuant to the laws of the State of Delaware, and accordingly has hereunto set her hand this 30^th day of May, 2007.

/s/ Lisa D. Schumm

Lisa D. Schumm, Authorized Person

LW 328516.1

EX-3.33

Exhibit 3.33

LIMITED LIABILITY COMPANY AGREEMENT

OF

ATLAS MIDKIFF, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS MIDKIFF, LLC dated as of this      day of July, 2007 (this “Agreement”), is made by Atlas Pipeline Mid-Continent, LLC, a Delaware limited liability company (the “Member”). The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of Atlas Midkiff, LLC (the “Company”) and the conduct of the Company’s business, as follows:

ARTICLE 1

FORMATION, PURPOSE AND DEFINITIONS

1.1 Establishment of Limited Liability Company. The Member hereby confirms that the Company has been established as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as heretofore or hereafter amended (the “Act”).

1.2 Name. The name of the Company shall be Atlas Midkiff, LLC. The Company’s business may be conducted under any other name or names, as determined by the Member.

1.3 Registered Office of the Company. The registered office of the Company shall be the location set forth in the Company’s Certificate of Formation filed with the Office of the Secretary of State of the State of Delaware. The Member may, from time to time, change such registered agent and registered office, by appropriate filings as required by law.

1.4 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

1.5 Duration. Unless the Company shall be earlier terminated in accordance with Article 6, it shall continue in existence in perpetuity.

1.6 Other Activities of Member. The Member may engage in or possess an interest in other business ventures of any nature, whether or not similar to or competitive with the activities of the Company. The Company shall not have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Member or to the income or proceeds derived from such investments or activities. The Member shall incur no liability to the Company as a result of engaging in any other business or venture.

ARTICLE 2

CAPITAL CONTRIBUTIONS

2.1 Capital Contributions. The Member may, but shall not be required to, make capital contributions to the Company.

2.2 Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution, except as may be expressly required by this Agreement or applicable law.

2.3 Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

ARTICLE 3

DISTRIBUTIONS

3.1 Distributions. The Company shall make distributions of cash or other assets to the Member in the manner that the Member deems appropriate and as permitted by law.

ARTICLE 4

MANAGEMENT OF THE COMPANY

4.1 Powers of the Member. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

4.2 Meetings. If there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by Member, or a combination of Members; however, no meetings of the Members need be held.

4.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

2

4.4 Officers.

(a) Designation and Appointment. The Member may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business, including employees, agents and other persons who may be designated as officers of the Company, with titles including but not limited to “chief executive officer,” “chairman,” “president,” “executive vice president,” “senior vice president,” “vice president,” “treasurer,” “secretary,” “chief financial officer” and “chief operating officer,” as and to the extent authorized by the Member. Any number of offices may be held by the same person. In its discretion, the Member may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware. Any officers so designated shall have such authority and perform such duties as the Member may, from time to time, delegate to them. The Member may assign titles to particular officers. Each officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided.

(b) Resignation/Removal. Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such at any time with or without cause by the Member. Designation of an officer shall not of itself create any contractual or employment rights.

(c) Duties of Officers Generally. The officers, in the performance of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

ARTICLE 5

TRANSFER OF MEMBERSHIP INTERESTS

5.1 Transfers. The Member may transfer all or any portion of its membership interest in the Company at any time or from time to time, to the extent and in the manner provided by applicable law.

ARTICLE 6

DISSOLUTION AND LIQUIDATION

6.1 Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following:

(a) the written consent of the Member;

(b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

3

The Company shall not be dissolved for any other reason, including, without limitation, the Member’s becoming bankrupt or executing an assignment for the benefit of creditors.

6.2 Liquidation. Upon dissolution of the Company in accordance with Section 6.1, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

(a) to creditors, including the Member if it is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

(b) to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

(c) to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

6.3 Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Department of State of the State of Delaware, as required by Section 18-203 of the Act. When such certificate is filed, the Company’s existence shall cease.

ARTICLE 7

ACCOUNTING AND FISCAL MATTERS

7.1 Fiscal Year. The fiscal year of the Company shall begin on January 1 and end on December 31 unless otherwise determined by the Member.

7.2 Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

7.3 Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

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ARTICLE 8

RIGHTS AND OBLIGATIONS OF

MEMBER; EXCULPATION AND INDEMNIFICATION

8.1 No Liability of Member. The Member shall not have any duty to the Company except as expressly set forth herein, in other written agreements or as otherwise required by applicable law.

8.2 Liability of Officers; Limits. No officer of the Company shall be liable to the Company or to the Member for any loss or damage sustained by the Company or to the Member, unless the loss or damage shall have been the result of:

(a) gross negligence, fraud or intentional misconduct, bad faith or knowing violation of law by the officer in question;

(b) a breach of the duty of loyalty of such officer to the Company or the Member;

(c) a transaction from which the officer derived an improper personal benefit;

(d) breach of such person’s duties pursuant to Section 4.4(c);

(the conduct described in each of the foregoing clauses (a) through (d), inclusive, being hereinafter referred to as “Improper Conduct”). In performing his or her duties, each such person shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid) of the following other persons or groups: one or more officers or employees of the Company; any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company or any other person who has been selected with reasonable care by or on behalf of the Company, in each case as to matters which such relying person reasonably believes to be within such other person’s competence.

8.3 Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company. The Member shall not be required to lend any funds to the Company.

5

8.4 Lack of Authority. The Member in its capacity as a Member shall not have any power to represent, act for, sign for or bind the Company or make any expenditures on behalf of the Company and the Member hereby consents to the exercise by the officers of the Company of the powers conferred on them by law and this Agreement.

8.5 Right to Indemnification. Subject to the limitations and conditions as provided in this Article 8, each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, or a person of which he is the legal representative, is or was a Member or officer shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, reasonable attorneys’ fees) actually incurred by such person in connection with such Proceeding, appeal, inquiry or investigation, and indemnification under this Article 8 shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article 8 shall be deemed contract rights, and no amendment, modification or repeal of this Article 8 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article 8 could involve indemnification for negligence or under theories of strict liability. Notwithstanding the foregoing, no such indemnity shall extend to any officer to the extent that any Proceeding or such judgment, penalty, fine, settlement or expense results from Improper Conduct on the part of such officer.

8.6 Advance Payment. The right to indemnification conferred in this Article 8 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a person of the type entitled to be indemnified under Section 8.6 who was, is or is threatened to be, made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article 8 and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article 8 or otherwise.

8.7 Indemnification of Employees and Agents. The Company, upon the direction of the Member, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses under Sections 8.5 and 8.6. Notwithstanding the foregoing, no such indemnity shall extend to any employee or agent to the extent that any Proceeding or judgment, penalty, fine, settlement or expenses result from Improper Conduct on the part of such employee or agent.

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8.8 Appearance as a Witness. Notwithstanding any other provision of this Article 8, the Company may pay or reimburse reasonable out-of-pocket expenses incurred by any Member, officer or agent in connection with his or her appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

8.9 Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article 8 shall not be exclusive of any other right that a Member, officer or other person indemnified pursuant to this Article 8 may have or hereafter acquire under any law (common or statutory) or provision of this Agreement.

8.10 Insurance. The Company may purchase and maintain (if and to the extent feasible, as determined by the Member) insurance, at its expense, to protect itself and any Member, officer or agent of the Company who is or was serving at the request of the Company as a manager, representative, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Article 8.

8.11 Savings Clause. If this Article 8 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each person indemnified pursuant to this Article 8 as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any such Proceeding, appeal, inquiry or investigation to the full extent permitted by any applicable portion of this Article 8 that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE 9

MISCELLANEOUS

9.1 Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Article 5, his successors and assigns.

9.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

9.3 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

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9.4 Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

9.5 Headings. The Section headings used herein are for reference and convenience only and shall not be used for purposes of interpretation.

8

IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this instrument on and as of the date first set forth above.

ATLAS PIPELINE MID-CONTINENT, LLC
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
	By:	Atlas Pipeline Partners GP, LLC, its general partner
		By:	/s/ Michael L. Staines
		Name:	Michael L. Staines
		Title:	President & Chief Operating Officer

9

EX-3.34

Exhibit 3.34

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:33 PM 09/06/2005

FILED 02:33 PM 09/06/2005

SRV 050729172 – 4026165 FILE

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

• First: The name of this Corporation is Atlas Pipeline Finance Corporation.

• Second: Its registered office in the State of Delaware is to be located at 49 Bancroft Mills, Unit P15 Street, in the City of Wilmington County of New Castle Zip Code 19806. The registered agent in charge thereof is Andrew M. Lubin.

Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

• Fourth: The amount of the total stock of this corporation is authorized to issue is 1,000 shares (number of authorized shares) with a par value of $0.01 per share.

• Fifth: The name and mailing address of the incorporator are as follows:

Name Mark Rosenstein

Mailing Address 1521 Locust Street Philadelphia, PA Zip Code 19102

• I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts, herein stated are true, and I have accordingly hereunto set my hand this 6^th day of September, A.D. 2005.

By:	/s/ Mark Rosenstein
	(Incorporator)
NAME:	Mark Rosenstein
	(type or print)

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:00 PM 12/06/2005

FILED 12:00 PM 12/06/2005

SRV 050989240 – 4026165 FILE

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

FILED TO CORRECT

A CERTAIN ERROR IN THE CERTIFICATE OF

INCORPORATION OF ATLAS PIPELINE FINANCE CORPORATION

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF DELAWARE ON SEPTEMBER 6, 2005

ATLAS PIPELINE FINANCE CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

1. The name of the corporation is Atlas Pipeline Finance Corporation.

2. That a Certificate of Incorporation was filed by the Secretary of State of Delaware on September 6, 2005 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate to be corrected is as follows:

Article Second contains the incorrect address of the registered agent.

4. Article Second of the Certificate is corrected to read as follows:

Its registered office in the State of Delaware is to be located at 110 S. Poplar Street, Suite 101, Wilmington, New Castle County, DE 19809.

IN WITNESS WHEREOF, said Atlas Pipeline Finance Corporation has caused this Certificate to be signed by Michael L. Staines, an authorized officer, this 5th day of December, 2005.

ATLAS PIPELINE FINANCE CORPORATION
By:	/s/ Michael L. Staines
	Michael L. Staines, President

LW: 129395.1

EX-3.35

Exhibit 3.35

BYLAWS

OF

ATLAS PIPELINE FINANCE CORPORATION

ARTICLE I

STOCKHOLDERS

1.1 Meetings.

1.1.1 Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

1.1.2 Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

1.1.3 Special Meetings. Special meetings of the stockholders may be called at any time by the president, or the board of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.

1.1.4 Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

1.1.5 Voting Rights. Except as otherwise provided herein, in the certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Company which is entitled to vote at such meeting. Every stockholder may vote either in person or by proxy.

ARTICLE II

DIRECTORS

2.1 Number and Term. The board of directors shall have authority to (i) determine the number of directors to constitute the board and (ii) fix the terms of office of the directors.

LW: 130468.1

2.2 Meetings.

2.2.1 Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

2.2.2 Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate. Notice of regular meetings need not be given.

2.2.3 Special Meetings. Special meetings of the board may be called by direction of the president or any two members of the board on three days’ notice to each director, either personally or by mail, telegram or facsimile transmission.

2.2.4 Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

2.2.5 Voting. Except as otherwise provided herein, in the certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

2.2.6 Committees. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Except as otherwise provided herein, in the certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee.

ARTICLE III

OFFICERS

3.1 Election. At its first meeting after each annual meeting of the stockholders, the board of directors shall elect a president, treasurer, secretary and such other officers as it deems advisable.

3.2 Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. Except as otherwise provided by board resolution, (i) the president shall be the chief executive officer of the Company, shall have general supervision over the business and operations of the Company, may perform any act and execute any instrument for the conduct of such business and operations and shall preside at all meetings of the board and stockholders, (ii) the other officers shall have the duties customarily related to their respective offices, and (iii) any vice president, or vice presidents in the order determined by the board, shall in the absence of the president have the authority and perform the duties of the president.

LW: 130468.1

ARTICLE IV

INDEMNIFICATION

4.1 Right to Indemnification. The Company shall indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that such person is or was a director or officer of the Company or a constituent corporation absorbed in a consolidation or merger, or is or was serving at the request of the Company or a constituent corporation absorbed in a consolidation or merger, as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or is or was a director or officer of the Company serving at its request as an administrator, trustee or other fiduciary of one or more of the employee benefit plans of the Company or other enterprise, against expenses (including attorneys’ fees), liability and loss actually and reasonably incurred or suffered by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or completed proceeding by or in the right of the Company, except to the extent that such indemnification is prohibited by applicable law.

4.2 Advance of Expenses. Expenses incurred by a director or officer of the Company in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding subject to the provisions of any applicable statute.

4.3 Procedure for Determining Permissibility. To determine whether any indemnification or advance of expenses under this Article IV is permissible, the board of directors by a majority vote of a quorum consisting of directors not parties to such proceeding may, and on request of any person seeking indemnification or advance of expenses shall be required to, determine in each case whether the applicable standards in any applicable statute have been met, or such determination shall be made by independent legal counsel if such quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, provided that, if there has been a change in control of the Company between the time of the action or failure to act giving rise to the claim for indemnification or advance of expenses and the time such claim is made, at the option of the person seeking indemnification or advance of expenses, the permissibility of indemnification or advance of expenses shall be determined by independent legal counsel. The reasonable expenses of any director or officer in prosecuting a successful claim for indemnification, and the fees and expenses of any special legal counsel engaged to determine permissibility of indemnification or advance of expenses, shall be borne by the Company.

4.4 Contractual Obligation. The obligations of the Company to indemnify a director or officer under this Article IV, including the duty to advance expenses, shall be considered a contract between the Company and such director or officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director or officer, such obligations of the Company in connection with a claim based on any act or failure to act occurring before such modification or repeal.

LW: 130468.1

4.5 Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advance of expenses provided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

4.6 Insurance and Other Indemnification. The board of directors shall have the power to (i) authorize the Company to purchase and maintain, at the Company’s expense, insurance on behalf of the Company and on behalf of others to the extent that power to do so has not been prohibited by statute, (ii) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (iii) give other indemnification to the extent permitted by statute.

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

Transfers of share certificates and the shares represented thereby shall be made on the books of the Company only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

These bylaws may be amended or repealed at any regular or special meeting of the board of directors by vote of a majority of all directors in office or at any annual or special meeting of stockholders by vote of holders of a majority of the outstanding stock entitled to vote. Notice of any such annual or special meeting of stockholders shall set forth the proposed change or a summary thereof.

LW: 130468.1

EX-3.36

Exhibit 3.36

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:37 PM 04/21/2011

FILED 02:37 PM 04/21/2011

SRV 110442546 – 4972559 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

FIRST:	The name of the limited liability company is Atlas Pipeline NGL Holding, LLC
SECOND:	The address of its registered office in the State of Delaware is 110 S. Poplar Street, Suite 101, City of Wilmington, County of New Castle, State of Delaware 19801. The name of its registered agent at such address is Andrew M. Lubin.

THE UNDERSIGNED is authorized to execute and file this Certificate of Formation for the purpose of forming the Company as a limited liability company pursuant to the laws of the State of Delaware, and accordingly has hereunto set her hand this 21^st day of April, 2011.

/s/ Lisa D. Schumm

Lisa D. Schumm, Authorized Person

LW: 527641.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:32 PM 04/26/2011

FILED 08:24 PM 04/26/2011

SRV 110458454 – 4972559 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Atlas Pipeline NGL Holdings, LLC

2. The Registered Office of the limited liability company in the State of Delaware is changed to 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY

By:	/s/ Gerald R. Shrader
	Authorized Person

Name:	Gerald R. Shrader, Authorized Person
	Print or Type

LW: 527641.1

EX-3.37

Exhibit 3.37

LIMITED LIABILITY COMPANY AGREEMENT

of

ATLAS PIPELINE NGL HOLDINGS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT of Atlas Pipeline NGL Holdings, LLC (the “Company”) dated as of April 21, 2011, is made by Atlas Pipeline Mid-Continent LLC, a Delaware limited liability company (the “Member”), to establish a limited liability company. The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the Act, the Member hereby organizes a limited liability company for the purposes hereinafter expressed.

1.2 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company.

2.2 Meetings. No meetings of the Members need be held. However, if there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by a Member, or a combination of Members.

2.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

3. RIGHTS AND DUTIES OF THE MEMBER

3.1. Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the State of Delaware. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

3.2. Indemnification. The Member shall, and any employee or agent of the Company or employee or agent of the Member in connection with services to the Company may, in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act and as may be otherwise permitted by applicable law.

1

4. TITLE TO COMPANY PROPERTY

4.1. Title in Company Name. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

5. CAPITAL CONTRIBUTIONS

5.1. Capital Contributions. The Member may, but shall not be required, to make capital contributions to the Company.

5.2. Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution.

5.3. Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

6. LIMITED LIABILITY COMPANY INTEREST

6.1. Limited Liability Company Interest. The Limited Liability Company Interest of Member shall be as set forth on Schedule A.

7. DISTRIBUTIONS.

7.1. Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the aggregate amounts determined by the Member and as permitted by applicable law.

8. ELECTIONS.

8.1. Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9. ADMISSION OF ADDITIONAL MEMBERS

9.1. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

2

10. DISSOLUTION AND LIQUIDATION

10.1. Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1. the written consent of the Member; or

10.1.2. the entry of a decree of judicial dissolution under the Act

The Company shall not be dissolved for any other reason, including without limitation, the Member becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of Member’s membership interest in the Company.

10.2. Liquidation. Upon dissolution, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1. to creditors, including the Member if he is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

10.2.2. to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

10.2.3. to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

10.3. Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1. Fiscal Year. The fiscal year of the Company shall be the calendar year.

11.2. Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

3

11.3. Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

12. MISCELLANEOUS.

12.1. Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

12.3. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4. Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5. Amendment. This Agreement may be amended at any time upon the determination of the Member, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Company required under the documents evidencing and securing such indebtedness shall have been received by the Company.

12.6. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

12.7. Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

4

IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this Agreement as of the date first written above.

SOLE MEMBER: ATLAS PIPELINE MID-CONTINENT LLC
By:	/s/ Eugene N. Dubay	GRS
	Eugene N. Dubay
	President and Chief Executive Officer

5

SCHEDULE A

LIST OF MEMBERS

Name of Member and Address	Percentage
Atlas Pipeline Mid-Continent LLC 110 W. 7th Street, Suite 2300 Tulsa, OK 74119		100	%

6

EX-3.38

Exhibit 3.38

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:35 PM 04/21/2011

FILED 02:35 PM 04/21/2011

SRV 110442540 – 4972945 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

FIRST:	The name of the limited liability company is Atlas Pipeline NGL Holdings II, LLC
SECOND:	The address of its registered office in the State of Delaware is 110 S. Poplar Street, Suite 101, City of Wilmington, County of New Castle, State of Delaware 19801. The name of its registered agent at such address is Andrew M. Lubin.

THE UNDERSIGNED is authorized to execute and file this Certificate of Formation for the purpose of forming the Company as a limited liability company pursuant to the laws of the State of Delaware, and accordingly has hereunto set her hand this 21^st day of April, 2011.

/s/ Lisa D. Schumm

Lisa D. Schumm, Authorized Person

LW: 527642.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:32 PM 04/26/2011

FILED 08:28 PM 04/26/2011

SRV 110458467 – 4972945 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Atlas Pipeline NGL Holdings II, LLC

2. The Registered Office of the limited liability company in the State of Delaware is changed to 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY

By:	/s/ Gerald R. Shrader
	Authorized Person

Name:	Gerald R. Shrader, Authorized Person
	Print or Type

[Illegible]

EX-3.39

Exhibit 3.39

LIMITED LIABILITY COMPANY AGREEMENT

of

ATLAS PIPELINE NGL HOLDINGS II, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT of Atlas Pipeline NGL Holdings II, LLC (the “Company”) dated as of April 21, 2011, is made by Atlas Pipeline Mid-Continent LLC, a Delaware limited liability company (the “Member”), to establish a limited liability company. The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the Act, the Member hereby organizes a limited liability company for the purposes hereinafter expressed.

1.2 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company.

2.2 Meetings. No meetings of the Members need be held. However, if there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by a Member, or a combination of Members.

2.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

3. RIGHTS AND DUTIES OF THE MEMBER

3.1. Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the State of Delaware. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

3.2. Indemnification. The Member shall, and any employee or agent of the Company or employee or agent of the Member in connection with services to the Company may, in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act and as may be otherwise permitted by applicable law.

1

4. TITLE TO COMPANY PROPERTY

4.1. Title in Company Name. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

5. CAPITAL CONTRIBUTIONS

5.1. Capital Contributions. The Member may, but shall not be required, to make capital contributions to the Company.

5.2. Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution.

5.3. Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

6. LIMITED LIABILITY COMPANY INTEREST

6.1. Limited Liability Company Interest. The Limited Liability Company Interest of Member shall be as set forth on Schedule A.

7. DISTRIBUTIONS.

7.1. Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the aggregate amounts determined by the Member and as permitted by applicable law.

8. ELECTIONS.

8.1. Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9. ADMISSION OF ADDITIONAL MEMBERS

9.1. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

2

10. DISSOLUTION AND LIQUIDATION

10.1. Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1. the written consent of the Member; or

10.1.2. the entry of a decree of judicial dissolution under the Act

The Company shall not be dissolved for any other reason, including without limitation, the Member becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of Member’s membership interest in the Company.

10.2. Liquidation. Upon dissolution, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1. to creditors, including the Member if he is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

10.2.2. to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

10.2.3. to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

10.3. Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1. Fiscal Year. The fiscal year of the Company shall be the calendar year.

11.2. Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

3

11.3. Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

12. MISCELLANEOUS.

12.1. Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

12.3. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4. Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5. Amendment. This Agreement may be amended at any time upon the determination of the Member, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Company required under the documents evidencing and securing such indebtedness shall have been received by the Company.

12.6. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

12.7. Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

4

IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this Agreement as of the date first written above.

SOLE MEMBER:
ATLAS PIPELINE MID-CONTINENT LLC
By:	/s/ Eugene N. Dubay	GRS
	Eugene N. Dubay
	President and Chief Executive Officer

5

SCHEDULE A

LIST OF MEMBERS

Name of Member and Address	Percentage
Atlas Pipeline Mid-Continent LLC 110 W. 7th Street, Suite 2300 Tulsa, OK 74119		100	%

6

EX-3.40

Exhibit 3.40

Entity #: 3782089

Date Filed: 01/16/2008

Pedro A. Cortés

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Certificate of Organization

Domestic Limited Liability Company

(15 Pa.C.S. § 8913)

  Corporation Service Company   ______   ______ Document will be returned to the name and address you enter to the left. ï

	Commonwealth of Pennsylvania CERTIFICATE OF ORGANIZATION 3 Page(s)
Fee: $125	T0801660157

In compliance with the requirements of 15 Pa.C.S. § 8913 (relating to certificate of organization), the undersigned desiring to organize a limited liability company, hereby certifies that:

1. The name of the limited liability company (designator is required, i.e., “company”, “limited” or “limited liability company” or abbreviation):

Atlas Pipeline Tennessee, LLC

2. The (a) address of the limited liability company’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a) Number and Street	City	State	Zip	County
1550 Coraopolis Heights Road, 2nd Floor,	Moon Township,	PA	15108	Allegheny
(b) Name of Commercial Registered Office Provider				County
c/o:
3. The name and address, including street and number, if any, of each organizer is (all organizers must sign on page 2):
Name		Address
Rosemary Morice	1845 Walnut Street, 10th Floor, Philadelphia, Pennsylvania 19103

2008 JAN   16 PM 12:29

PA. DEPT. OF STATE

DSCB:15-8913-2

4. Strike out if inapplicable term

A member’s interest in the company is to be evidenced by a certificate of membership interest.

5. Strike out if inapplicable:

Management of the company is vested in a manager or managers

6. The specified effective date, if any is: ______________________________,

                month   date   year   hour, if any

7. Strike out if inapplicable: The company is a restricted professional company organized to render the following restricted professional service(s):

8. For additional provisions of the certificate, if any, attach an 8 ¹/₂ x 11 sheet.

IN TESTIMONY WHEREOF, the organizer(s) has (have) signed this Certificate of Organization this

16^th day of January, 2008.

[Illegible]

Signature

Signature

Signature

Entity #: 3782089

Date Filed: 05/11/2011

Carol Aichele

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Certificate of Amendment of Registration-Foreign

(15 Pa.C.S. § 8585)

¨ Limited Partnership

¨ Registered Limited Liability Partnership

x Registered Limited Liability Company

Name	CT - COUNTER		Commonwealth of Pennsylvania FOREIGN LIMITED LIABILITY AMENDMENT 2 Page(s)
Address	CT CORP COUNTER PICK UP		T1113211013
City	State	Zip Code
	8140327-S0PA4

Fee: $250

In compliance with the requirements of 15 Pa.C.S. § 8585 (relating to amended certificate of registration), the undersigned, desiring to change the arrangements or other facts described in its application for registration as a foreign limited partnership, foreign registered limited liability partnership or a foreign limited liability company hereby states that:

1. The name under which the association was registered (or last registered) to do business in the Commonwealth of Pennsylvania is:

Atlas Pipeline Tennessee, LLC

2. The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a) Number and Street	City	State	Zip	County
1550 Coraopolis Heights Road, 2nd Floor,	Moon Township,	PA	15108,	Allegheny
(b) Name of Commercial Registered Office Provider				County
c/o:

3. (If applicable): The address of the registered office of the association in this Commonwealth is hereby changed to:

(a) Number and Street	City	State	Zip	County
(b) Name of Commercial Registered Office Provider				County
c/o: C T Corporation System				Allegheny

[Illegible]

2011 MAY 11 PM 3:56

PA DEPT OF STATE

DSCB:15-8585-2

4. If applicable: The association desires that its registration be amended to change its name to:

5. If applicable: The association desires that its registration be amended as follows in order to reflect arrangements or other facts that have changed.

IN TESTIMONY WHEREOF, the undersigned has caused this Certificate of Amendment of Registration to be signed by a duly authorized officer, member or manager thereof this 9th day of May, 2010. Atlas Pipeline Tennessee, LLC
By: Atlas Pipeline Operating Partnership L.P., sole member
By:	Atlas Pipeline Partners GP, LLC, General Partner
	Name of Association
	/s/ Gerald R. Shrader
	Signature
	Gerald R. Shrader, Chief Legal Officer and Secretary
	Title

Illegible

EX-3.41

Exhibit 3.41

OPERATING AGREEMENT

OF

ATLAS PIPELINE TENNESSEE, LLC

THIS OPERATING AGREEMENT (the “Agreement”) of Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company (the “Company”), is entered into by Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership, as the sole member (the “Member”).

1. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by, the Company is engaging in any lawful act or activity for which limited liability companies may be formed under the Pennsylvania Limited Liability Company Act, 15 Pa.C.S. § 8901, et seq., as amended from time to time (the “Act”), and engaging in any and all lawful activities necessary or incidental to the foregoing.

2. Member. The name and address of the Member are:

Atlas Pipeline Operating Partnership, L.P.

1550 Coraopolis Heights Road, 2^nd Floor

Moon Township, PA 15108

3. Term. The term of existence of the Company shall commence on the effective date of the filing with the Department of State of the Commonwealth of Pennsylvania of the Certificate of Organization of the Company and shall thereafter continue indefinitely.

4. Management.

a. The business and affairs of the Company shall be managed by the Member. The Member shall have, to the fullest extent permitted by the Act, full and complete authority, power and discretion to direct, manage and control the business, affairs and properties of the Company, to make all decisions regarding such matters and to perform any and all acts and to engage in any and all activities necessary, customary or incident to the management of the business, affairs and properties of the Company. The Member shall have authority to execute on behalf of the Company all contracts, deeds, mortgages, bonds, contracts, leases and all other documents, agreements and instruments.

b. The Member may, by written instrument executed by the Member, appoint a board of directors, officers and agents of the Company to which the Member may delegate such duties, responsibilities and authority as shall be provided in such instrument. Any director or officer may be removed at any time by written instrument executed by the Member. Only the Member and directors, officers and agents of the Company authorized by the Member to bind the Company by written instrument executed by the Member shall have the authority to bind the Company.

5. Title to Company Property. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

6. Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the amounts determined by the Member and as permitted by applicable law.

7. Tax Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

8. Transferability of Membership Interest. Except as the Member may agree in writing, the membership interest of the Member in the Company is transferable either voluntarily or by operation of law. All or a portion of the membership interest of the Member in the Company may be sold, assigned, transferred, exchanged, mortgaged, pledged, granted, hypothecated, encumbered or otherwise transferred (whether absolutely or as security). Upon the transfer of the entire membership interest of the Member in the Company, the transferee shall be admitted as a member at the time of the transfer and shall obtain all of the rights appurtenant to being a member of the Company.

9. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member. In the event that any additional members are added, this Agreement shall be construed to apply to all of the members, and the additional members shall be required to either: (i) enter into, ratify and approve this Agreement; or (ii) execute a new operating agreement after the Member has terminated this Agreement. Unless otherwise required by the Act (or any other valid law or regulation to which the Company is subject), if additional members have been added to the Company and this Agreement has not been terminated or modified, the decisions of the members owning at least a majority of the membership interests in the Company shall constitute the decisions of the Member for purposes of the interpretation of this Agreement.

10. Liability of the Member. The Member shall not have any liability for any debt, obligation or liability of the Company or for the acts or omissions of any other member, director, officer, agent or employee of the Company except to the extent expressly provided in the Act. The failure of the Member to observe any formalities or requirements relating to the exercise of the powers of the Member or the management of the business and affairs of the Company under this Agreement or the Act shall not, by itself, be grounds for imposing personal liability on the Member for liabilities of the Company.

11. Indemnification. The Company shall indemnify the Member and such other persons as are identified by the Member by written instrument executed by the Member as entitled to be indemnified under this section for all costs, losses, liabilities and damages paid or accrued by the Member or any such other person in connection with the business of the Company, to the fullest extent provided or allowed by the laws of the Commonwealth of Pennsylvania. In addition, the Company may advance costs of defense of any proceeding to the Member or any such other person upon receipt by the Company of an undertaking by or on behalf of the Member or such other person to repay such amount if it shall ultimately be determined that the Member or such other person is not entitled to be indemnified by the Company.

- 2 -

12. Dissolution.

a. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (i) the written direction of the Member, or (ii) the entry of a decree of judicial dissolution under Section 8972 of the Act. The death, dissolution, retirement, resignation, expulsion or bankruptcy of the Member or the occurrence of any other event that terminates the continued membership of the Member shall not cause a dissolution of the Company.

b. Upon dissolution, the Company shall cease carrying on any and all activities other than the winding up of its business, but the Company is not terminated and shall continue until the winding up of the affairs of the Company is completed and a certificate of dissolution has been filed pursuant to the Act. Upon the winding up of the Company, the assets of the Company shall be distributed: (i) first to creditors, including the Member if the Member is a creditor, to the extent permitted by law, in satisfaction of the liabilities of the Company, whether by payment or the making of reasonable provision for payment thereof; and (ii) then to the Member. Such distributions shall be in cash or property or partly in both, as determined by the Member.

13. Conflicts of Interest. Nothing in this Agreement shall be construed to limit the right of the Member to enter into any transaction that may be considered to be competitive with, or a business opportunity that may be beneficial to, the Company. The Member does not violate a duty or obligation to the Company merely because the conduct of the Member furthers the interests of the Member. The Member may lend money to and transact other business with the Company. The rights and obligations of the Member upon lending money to or transacting business with the Company are the same as those of a person who is not the Member, subject to other applicable law. No transaction with the Company shall be void or voidable solely because the Member has a direct or indirect interest in the transaction.

14. Governing Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws of the Commonwealth of Pennsylvania, without reference to the conflict of law rules of that or any other jurisdiction.

15. Entire Agreement. This Agreement represents the entire agreement between the Member and the Company.

16. Amendment. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.

17. Rights of Creditors and Third Parties. This Agreement is entered into by the Member solely to govern the operation of the Company. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any other agreement between the Company and the Member, with respect to the subject matter hereof.

- 3 -

18. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the heirs, personal representatives, successors and assigns of the Member.

[Remainder of page intentionally left blank]

- 4 -

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of January 16, 2008, to be effective for all purposes as of the filing of the Certificate of Organization.

SOLE MEMBER:
Atlas Pipeline Operating Partnership, L.P.
By:	Atlas Pipeline Partners GP, LLC, its sole general partner
By:	/s/ Michael L. Staines
	Name: Michael L. Staines
	Title: President & Chief Operating Officer

- 5 -

EX-3.42

Exhibit 3.42

F I L E D

In the Office of the

Secretary of State of Texas

MAY 07 2013

Corporations Section

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

TEXANA MIDSTREAM COMPANY LP

Pursuant to the provisions of Title 1, Chapter 3, Subchapter B of the Texas Business Organizations Code (the “TBOC”), Texana Midstream Company LP, a Texas limited partnership (the “Partnership”), hereby adopts the following Amended and Restated Certificate of Formation (the “Amended and Restated Certificate”):

1. The name of the Partnership is Texana Midstream Company LP. The Company is a Texas limited partnership.

2. This Amended and Restated Certificate (a) amends the name of the Partnership, (b) deletes Articles One through Five in their entirety, and (c) adds new Articles One through Six. The Amended and Restated Certificate reads in its entirety as follows:

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

APL SOUTHTEX MIDSTREAM COMPANY LP

ARTICLE ONE

The name of the Partnership is APL SouthTex Midstream Company LP.

ARTICLE TWO

The filing entity is a limited partnership.

ARTICLE THREE

The street address of the Partnership’s current registered office in the State of Texas is 350 N. St. Paul Street, Dallas, TX 75201 and the name of the current registered agent at such address is CT Corporation System.

ARTICLE FOUR

The address of the principal office of the Partnership in the United States where records are to be kept or made available is 110 W. 7^th St., Suite 2300, Tulsa, Oklahoma 74119.

HUI-159652v1

ARTICLE FIVE

The name of the sole general partner is APL SouthTex Pipeline Company LLC, a Texas limited liability company, and the mailing address and street address of the principal office of such general partner is 110 W. 7^th St., Suite 2300, Tulsa, Oklahoma 74119.

ARTICLE SIX

3. Each amendment set forth above has been made in accordance with, and approved in the manner required by, the provisions of the TBOC and the governing documents of the Partnership.

4. This Amended and Restated Certificate, which is set forth in its entirety above, accurately states the text of the Certificate of Formation being restated and each amendment to the Certificate of Formation being restated that is in effect, as further amended by this Amended and Restated Certificate. This Amended and Restated Certificate does not contain any other change to the Certificate of Formation being restated except for the information permitted to be omitted by the provisions of the TBOC.

5. This Amended and Restated Certificate will become effective when the document is filed with the Secretary of State of the State of Texas.

[Signature Page Follows]

HUI-159652v1 -2-

IN WITNESS WHEREOF, the undersigned hereby executes this Amended and Restated Certificate of Formation this 7th day of May, 2013

By:	APL SouthTex Pipeline Company LLC, its general partner
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay
	Title: President

[SIGNATURE PAGE TO A&R CERTIFICATE OF FORMATION TEXANA MIDSTREAM COMPANY LP]

HUI-159652

Form 424 (Revised 01/06)   Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: See instructions   Certificate of Amendment This space reserved for office use.   F I L E D In the Office of the Secretary of State of Texas JUN 13 2013 Corporations Section

Entity Information

The name of the filing entity is:

APL SouthTex Midstream Company LP

State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a: (Select the appropriate entity type below.)

¨ For-profit Corporation   ¨ Nonprofit Corporation   ¨ Cooperative Association   ¨ Limited Liability Company ¨ Professional Corporation   ¨ Professional Limited Liability Company   ¨ Professional Association   x Limited Partnership

The file number issued to the filing entity by the secretary of state is: 800792392

The date of formation of the entity is: 03/23/2007

Amendments

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

Atlas SouthTex Midstream Company LP

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:

Form 24

TX082 BOC - 10/06/2006 C T System Online 6

Registered Agent

(Complete either A or B, but not both. Also complete C.)

¨ A. The registered agent is an organization (cannot be entity named above) by the name of:

OR

¨ B. The registered agent is an individual resident of the state whose name is:

First Name                                                              M.I.                                         Last Name                                                     Suffix

C. The business address of the registered agent and the registered office address is:

		TX
Street Address (No P.O. Box)	City	State	Zip Code

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The, attached addendum, if any, is incorporated herein by reference.)

¨ Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

¨ Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

¨ Delete each of the provisions identified below from the certificate of formation.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

Form 24

TX082 BOC - 10/06/2006 C T System Online 7

Effectiveness of Filling (Select either A, B, or C.)

A. x This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: __________________________________________________________

C. ¨ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90^th day after the date of signing is: ________________________________________________________

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

	By APL SouthTex Pipeline Company LLC, its GP
Date: June 12, 2013	/s/ Janice Sharpton
	Assistant Secretary
	Signature and title of authorized person(s) (see instructions)

Form 424

TX082 BOC - 10/06/2006 C T System Online 8

EX-3.43

Exhibit 3.43

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

of

APL SOUTHTEX MIDSTREAM COMPANY LP

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of APL SouthTex Midstream Company LP (the “Partnership”) dated as of May 7, 2013 is made by APL SouthTex Pipeline Company LLC, a Texas limited liability company (the “General Partner”), and APL SouthTex Midstream Holding Company LP, a Texas limited partnership (the “Limited Partner” and, collectively with the General Partner, the “Partners”), to establish a limited partnership. The Partners, intending to be legally bound, hereby continue the Partnership as a limited partnership and set forth the terms of their agreement as to the affairs of the Partnership and the conduct of its business, as follows:

RECITALS

WHEREAS, the Partnership was formed under the name “Texana Midstream Company LP” as a limited partnership under the Texas Business Organizations Code (as amended from time to time, the “TBOC”), on March 23, 2007 by the filing of a Certificate of Formation (the “Certificate”) with the Secretary of State of the State of Texas and the execution by a general partner and a sole limited partner of a Limited Partnership Agreement dated March 29, 2007 (the “Original Agreement”); and

WHEREAS, the Partners desire to amend and restate the Original Agreement in its entirety.

AGREEMENT

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the TBOC, the General Partner hereby organizes a limited partnership for the purposes hereinafter expressed.

1.2 Purpose. The Partnership’s purpose shall be to engage in all lawful businesses for which a limited partnership may be organized under the TBOC. The Partnership shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Partnership shall be vested in the General Partner who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Partnership and who shall have the power and authority to bind the Partnership, and the Limited Partner shall have no right of control over the business and affairs of the Partnership.

2.2 Meetings. No meetings of the Partners need be held. The Partners may hold annual, periodic or other formal meetings to transact business that the Partners or any group of Partners may conduct as provided in this Agreement. Meetings of the Partners may be called by the General Partner (or the general partners, if there be more than one).

HUI-159643v3

2.3 Action by Written Consent. Any action by the General Partner may be taken in the form of a written consent rather than at a Partners’ meeting. The Partnership shall maintain a permanent record of all actions taken by the General Partner.

2.4 Officers. The General Partner may, from time to time as it deems advisable, appoint officers of the Partnership and assign in writing titles (including, President, Vice President, Secretary and Treasurer) to any such person. Unless the General Partner decides otherwise, if the title is one commonly used for officers of a business entity formed under the TBOC, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 2.4 may be revoked at any time by the General Partner.

3. RIGHTS AND DUTIES OF THE GENERAL PARTNER

3.1 Powers of the General Partner. The General Partner shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the General Partner under the laws of the State of Texas. Notwithstanding the foregoing, the General Partner’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Partnership.

3.2 Indemnification. The Partners shall, and any employee or agent of the Partnership or employee or agent of the Partners in connection with services to the Partnership may, in the General Partner’s absolute discretion, be indemnified by the Partnership to the fullest extent permitted by the TBOC and as may be otherwise permitted by applicable law.

4. TITLE TO PARTNERSHIP PROPERTY

4.1 Title in Partnership Name. All real and personal property shall be acquired in the name of the Partnership and title to any property so acquired shall vest in the Partnership itself rather than in any of the Partners.

5. CAPITAL CONTRIBUTIONS

5.1 Capital Contributions. The Partners may, but shall not be required, to make capital contributions to the Partnership.

5.2 Limitation of Liability of the Partners. Except as otherwise provided in the TBOC, the Partners shall not have any liability or obligation for any debts, liabilities or obligations of the Partnership, or of any agent or employee of the Partnership, beyond the Partners’ capital contributions.

5.3 Loans. If any Partner makes any loans to the Partnership, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Partner. Interest shall accrue on any such loan at an annual rate agreed to by the Partnership and the Partner (but not in excess of the maximum rate allowable under applicable usury laws).

HUI-159643v3 - 2 -

6. PERCENTAGE INTEREST OF THE PARTNERS IN THE PARTNERSHIP

6.1 Percentage Interest. The partnership interests (the “Percentage Interest”) of each of the Partners shall be as set forth on Schedule A.

7. DISTRIBUTIONS

7.1 Distributions. Distributions shall be made to the Partners (in cash or in kind) at the times and in the aggregate amounts determined by the General Partner and as permitted by applicable law.

8. ADMISSION OF ADDITIONAL PARTNERS

8.1 Admission of Additional Partners. Additional limited partners of the Partnership may be admitted to the Partnership at the direction of the General Partner only if a new limited partnership agreement or an amendment and restatement of this Agreement is executed.

9. ASSIGNMENTS

9.1 Assignments. Any assignment or purported assignment of an interest in the Partnership shall require the written consent of the General Partner, which may be granted or withheld in its sole discretion. If a Partner is permitted to transfer its interest in the Partnership pursuant to this Section 9.1, the transferee shall be admitted to the Partnership upon the execution of a new limited partnership agreement or an amendment and restatement of this Agreement. Such admission shall be deemed effective immediately following the execution of the new limited partnership agreement or amendment and restatement of this Agreement, and, immediately following such admission, the transferor partner shall cease to be a partner of the Partnership.

10. DISSOLUTION AND LIQUIDATION

10.1 Events Triggering Dissolution. The Partnership shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1 the written consent of all the Partners; or

10.1.2 the entry of a decree of judicial dissolution under the TBOC.

The Partnership shall not be dissolved for any other reason, including without limitation, the Partners becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of a Partner’s partnership interest in the Partnership.

HUI-159643v3 - 3 -

10.2 Liquidation. Upon dissolution, the Partnership shall be wound up and liquidated by the General Partner or by a liquidating manager selected by the General Partner. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1 to creditors, including the Partners if they are creditors, in the order of priority as established by law, in satisfaction of liabilities of the Partnership (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Partners under the TBOC; and then

10.2.2 to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Partnership and all claims and obligations known to the Partnership but for which the identity of the claimant is unknown; and then

10.2.3 to the Partners, which liquidating distribution may be made to the Partners in cash or in kind, or partly in cash and partly in kind.

10.3 Certificate of Termination. Upon the dissolution of the Partnership and the completion of the liquidation and winding up of the Partnership’s affairs and business, the General Partner shall, on behalf of the Partnership, prepare and file a certificate of termination with the Texas Secretary of State, as required by the TBOC. When such certificate is filed, the Partnership’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

11.2 Method of Accounting. The General Partner shall select a method of accounting for the Partnership as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Partnership in accordance with sound accounting principles consistently applied.

11.3 Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Partnership or at such other location as specified by the General Partner.

12. MISCELLANEOUS

12.1 Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Partners and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without reference to conflict of laws principles.

HUI-159643v3 - 4 -

12.3 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4 Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5 Amendment. This Agreement may be amended at any time upon the determination of the General Partner and the Partners holding an aggregate Percentage Interest in excess of 50%, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Partnership required under the documents evidencing and securing such indebtedness shall have been received by the Partnership.

12.6 Entire Agreement. This Agreement constitutes the entire agreement of the Partners with respect to the subject matter hereof.

12.7 Binding Agreement. Notwithstanding any other provision of this Agreement, the Partners agree that this Agreement constitutes a legal, valid and binding agreement of the Partners in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

HUI-159643v3 - 5 -

IN WITNESS WHEREOF, the Partners, intending to be legally bound, have signed this Agreement as of the date first written above.

GENERAL PARTNER:
APL SOUTHTEX PIPELINE COMPANY LLC, a Texas limited liability company
By:	APL SOUTHTEX MIDSTREAM LLC, its sole member
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay
	Title: President

LIMITED PARTNER:
APL SOUTHTEX MIDSTREAM HOLDING COMPANY LP, a Texas limited partnership
By:	APL SOUTHTEX PIPELINE COMPANY LLC, its general partner
By:	APL SOUTHTEX MIDSTREAM LLC, its sole member
By:	/s/ Eugene N. Dubay
	Name: Eugene N. Dubay
	Title: President

[SIGNATURE PAGE TO APL SOUTHTEX MIDSTREAM COMPANY LP AGREEMENT]

HUI-159643

SCHEDULE A

LIST OF PARTNERS

Name of Partner and Address	Percentage Interest
APL SouthTex Pipeline Company LLC		0	%
(General Partner) 110 W. 7th St., Suite 2300 Tulsa, Oklahoma 74137
APL SouthTex Midstream Holding Company LP		100	%
(Limited Partner) 110 W. 7th St., Suite 2300 Tulsa, Oklahoma 74137

HUI-159643v3

EX-3.44

Exhibit 3.44

FILED

JAN 13 1998

OKLAHOMA SECRETARY

OF STATE

ARTICLES OF ORGANIZATION

OF

NOARK ENERGY SERVICES, L.L.C.

OKLAHOMA LIMITED LIABILITY COMPANY

TO: OKLAHOMA SECRETARY OF STATE

101 State Capitol Building

Oklahoma City, Oklahoma 73105

The undersigned, for the purpose of forming a limited liability company under the Oklahoma Limited Liability Company Act (the “Act”), does hereby execute the following Articles of Organization.

FIRST: The name of the limited liability company is “NOARK Energy Services, L.L.C.” (the “Company”).

SECOND: The latest date on which the Company is to dissolve is September 30, 2047.

THIRD: The street address of the principal place of business of the Company in the State of Oklahoma is 600 Central Park Two, 515 Central Park Drive, Oklahoma City, Oklahoma 73105.

FOURTH: The name and address of the resident agent of the Company in the State of Oklahoma is Enogex Arkansas Pipeline Corporation, 600 Central Park Two, 515 Central Park Drive, Oklahoma City, Oklahoma 73105.

IN WITNESS WHEREOF, these Articles of Organization have been executed on the 12th day of January, 1998, by the undersigned.

NOARK PIPELINE SYSTEM, LIMITED PARTNERSHIP
By:	/s/ E. Keith Mitchell
	E. Keith Mitchell, Organizer

TLB-2425.

EX-3.45

Exhibit 3.45

OPERATING AGREEMENT

OF

NOARK ENERGY SERVICES, L.L.C.

AN OKLAHOMA LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

OF

NOARK ENERGY SERVICES, L.L.C.

AN OKLAHOMA LIMITED LIABILITY COMPANY

Table of Contents

			Page
ARTICLE I—ORGANIZATIONAL MATTERS				1
	1.1	Formation		1
	1.2	Name		1
	1.3	Principal Office; Registered Agent		1
	1.4	Term		1
	1.5	Purpose of the Company		1
ARTICLE II—DEFINITIONS				2
	2.1	Definitions		2-4
ARTICLE III—CAPITAL CONTRIBUTIONS				4
	3.1	Units		4
	3.2	Capital Contributions		4
	3.3	Capital Accounts		4-5
	3.4	Interest		5
	3.5	No Withdrawal		5
	3.6	Loans		5
	3.7	Additional Contributions		5
ARTICLE IV—TAX ALLOCATIONS AND DISTRIBUTIONS				6
	4.1	Distribution of Cash Available for Distribution		6
	4.2	Tax Allocation of Income and Loss		6-7
ARTICLE V—MANAGEMENT AND OPERATION OF BUSINESS				7
	5.1	Manager		7
	5.2	Authority of Manager		7
	5.3	Restrictions on Manager		7
	5.4	Term		7
	5.5	Removal		7
	5.6	Limitation on Liability of Manager		7

ARTICLE VI—RIGHTS AND OBLIGATIONS OF THE MEMBERS			7
	6.1	Limitation of Liability	7
	6.2	Rights of Member Relating to the Company	8
	6.3	Restrictions on Powers	8
	6.4	Indemnification	8-9
	6.5	Representations and Warranties	9
ARTICLE VII—BOOKS, RECORDS, ACCOUNTING AND REPORTS			10
	7.1	Books and Records	10
	7.2	Accounting	10
	7.3	Fiscal Year	10
ARTICLE VIII—TAX MATTERS			10
	8.1	Taxable Year	10
	8.2	Tax Controversies	10
ARTICLE IX—TRANSFER OF UNITS			11
	9.1	Transfer	11
	9.2	Transfer of Units by a Member	11
	9.3	Restrictions on Transfer	12
	9.4	Issuance of Certificates	12
ARTICLE X—ADMISSION OF SUBSTITUTE AND ADDITIONAL MEMBERS			12
	10.1	Admission of Substitute Members	12-13
	10.2	Admission of Additional Members	13
ARTICLE XI—DISSOCIATION, DISSOLUTION AND LIQUIDATION			13
	11.1	Events of Dissociation	13-14
	11.2	Option to Purchase Upon Dissociation	15
	11.3	Dissolution	15
	11.4	Method of Winding Up	15
	11.5	Filing Articles of Dissolution	15
	11.6	Return of Capital	16
ARTICLE XII—AMENDMENT OF AGREEMENT; MEETINGS; RECORD DATE			16
	12.1	Amendments	16
	12.2	Meetings	16

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	12.3	Action Without a Meeting	16
	12.4	Adjournment	16
	12.5	Waiver of Notice; Consent to Meeting; Approval of Minutes	16
	12.6	Quorum	16
	12.7	Proxies	17
ARTICLE XIII—GENERAL PROVISIONS			17
	13.1	Notices	17
	13.2	Captions	17
	13.3	Pronouns and Plurals	17
	13.4	Further Action	17
	13.5	Binding Effect	17
	13.6	Integration	17
	13.7	Waiver	17
	13.8	Counterparts	18
	13.9	Applicable Law	18
	13.10	Invalidity of Provisions	18
	13.11	Conveyances	18
	13.12	Power of Attorney	18-19
	13.13	No Partnership Intended	19
	13.14	Rights of Creditors and Third Parties under Agreement	19

EXHIBIT A

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OPERATING AGREEMENT

OF

NOARK ENERGY SERVICES, L.L.C.

AN OKLAHOMA LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT (the “Agreement”) is entered into by the sole member (the “Member”) of NOARK Energy Services, L.L.C., an Oklahoma limited liability company (the “Company”). In consideration of the mutual covenants and conditions hereinafter set forth, the Member hereby agrees that the terms of the Operating Agreement governing the Company shall be as set forth in this Agreement.

ARTICLE I

Organizational Matters

Section 1.1 Formation. The Company shall be formed as a limited liability company pursuant to the provisions of the Act (as hereinafter defined). The rights and obligations of the Members, and the affairs of the Company, shall be governed first by the Mandatory Provisions of the Act, second by the Company’s Articles of Organization, third by this Agreement and fourth by the optional provisions of the Act. In the event of any conflict among the foregoing, the conflict shall be resolved in the order of priority set forth in the preceding sentence.

Section 1.2 Name. The name of the Company shall be “NOARK Energy Services, L.L.C.”

Section 1.3 Principal Office: Registered Agent. The principal office and registered agent of the Company in the State of Oklahoma shall be as stated in the Articles of Organization. The Company may also maintain offices at such other place or places as the Members deem advisable.

Section 1.4 Term. The Company shall commence upon the filing for record of the Company’s Articles of Organization with the Oklahoma Secretary of State, and shall continue until the date specified in the Company’s Articles of Organization, unless sooner terminated as herein provided.

Section 1.5 Purpose of the Company. The purpose of the Company shall be to transact any and all lawful business for which limited liability companies may be organized under the Act.

ARTICLE II

Definitions

Section 2.1 Definitions. For purposes of this Agreement, the following terms shall have the following meanings.

“Act” means the Oklahoma Limited Liability Company Act as it may be amended from time to time, and any successor to such act.

“Affiliate” means any Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. As used in this definition of “Affiliate,” the term “control” means either: (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise; or (ii) a direct or indirect equity interest of ten percent (10%) or more in the entity.

“Agreement” means this Operating Agreement, as it may be amended or supplemented from time to time.

“Articles of Organization” means the articles of organization, as amended from time to time, filed by the Company under the Act.

“Assignee” means a Person to whom one or more Units have been transferred, by transfer or assignment or otherwise, in a manner permitted under this Agreement and under the Act, and who has agreed to be bound by the terms of this Agreement but who has not become a Substitute Member.

“Capital Account” means a capital account maintained pursuant to Section 3.3.

“Capital Contributions” means the amount of cash or fair market value of property contributed or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, contributed to the capital of the Company by all Members, or any one Member, as the case may be (or the predecessor holders of any Units) as a prerequisite for ownership of, or in connection with, Units.

“Capital Gain” means the Company’s allocable share of gain from the disposition by the Company of a capital asset as defined in the Code (including any portion of such gain treated as ordinary income).

“Cash Available for Distribution” means, with respect to any period, all cash receipts and funds received by the Company (except for Capital Contributions and borrowings) minus: (i) all cash expenditures; and (ii) the Company’s cash representing working capital or other reserves as determined by the Manager in the Manager’s sole discretion.

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“Code” means the Internal Revenue Code of 1986, as amended, as in effect from time to time, and any successor thereto.

“Company” means NOARK Energy Services, L.L.C., an Oklahoma limited liability company formed pursuant to this Agreement and the Company’s Articles of Organization.

“Company Property” means all property owned or acquired, or any leasehold interests held, by the Company from time to time.

“Dissociated Member” has the meaning specified in Section 11.1.

“Event of Dissociation” has the meaning specified in Section 11.1.

“Income” and “Loss” mean an amount equal to the Company’s taxable income or loss (including capital loss) for each taxable year, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss).

“Majority Vote” or “Majority Vote of the Members” means the affirmative vote, or written consent in lieu of a vote, of Members holding a simple majority (more than fifty percent (50%)) of the Outstanding Units held by all the Members.

“Manager” means that Person or those Persons appointed as manager(s) of the Company pursuant to Section 5.1.

“Mandatory Provisions of the Act” means those provisions of the Act which may not be waived by the Members acting unanimously or otherwise.

“Member” means that person executing this Agreement, as sole Member of the Company, on the signature pages hereto, and any other Persons who may be admitted as a Member pursuant to this Agreement.

“Opinion of Counsel” means a written opinion of counsel (who shall be regular counsel to the Company).

“Outstanding” means the number of Units issued by the Company as shown on the Company’s books and records, less any previously issued Units then held by the Company.

“Person” means a natural person, partnership, domestic or foreign limited partnership, domestic or foreign limited liability company, trust, estate, association or domestic or foreign corporation.

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“Record Holder” means the Person, whether a Member or Assignee, in whose name a Unit is registered on the books and records of the Company as of the close of business on a particular date.

“Substitute Member” means a transferee of a Unit who is admitted as a Member to the Company pursuant to Section 10.1 in place of and with all the rights of a Member with respect to the transferred Unit.

“Tax Item” means each item of income, gain, loss, deduction, or credit of the Company for federal tax purposes, as separately stated and calculated pursuant to the Code.

“Tax Matters Person” means the individual designated pursuant to Section 8.2.

“Unit” means a unit representing the rights of a Member or, in the case of an Assignee, the rights of the assigning Member in distributions (liquidating or otherwise) and allocations of the profits, losses, gains, deductions, and credits of the Company.

ARTICLE III

Capital Contributions

Section 3.1 Units. There shall initially be an aggregate of one hundred (100) Units in the Company. Additional Units may be authorized for issuance in the manner set forth in Section 10.2 hereof.

Section 3.2 Capital Contributions. Each Member shall contribute in immediately available U.S. funds, or in fair market value of property or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, that amount set forth opposite such Member’s name on Exhibit A hereto, at the times set forth therein, for the number of Units set forth opposite such Member’s name thereon.

Section 3.3 Capital Accounts.

A. The Company shall maintain for each Member a separate Capital Account. The term “Capital Account” shall mean as to any Member and as to any Units held by that Member the amount of the initial Capital Contribution attributable to the Units held by that Member, which amount shall be (i) increased by subsequent Capital Contributions by such Member, and Capital Gain and Income allocated to such Member, and Capital Gain and Income allocated to such Member pursuant to Section 4.2, and (ii) decreased by distributions to such Member, and Loss allocated to such Member. Each distribution shall be debited to Capital Accounts in the year containing the record date for such distribution.

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B. In the event any in-kind contributions or contributions in the form of services are ever made, the Capital Account of the Member shall be increased by the fair market value of the property or services contributed by such Member.

C. The foregoing definition of Capital Account and certain other provisions of this Agreement are intended to comply with Treasury Regulations Section 1.704-l(b), and shall be interpreted and applied in a manner consistent with that regulation. Such regulation contains additional rules governing maintenance of capital accounts that have not been addressed in this Agreement, but to which the Company will adhere for purposes of maintaining Capital Accounts.

D. An Assignee of a Unit will succeed to the Capital Account relating to the Unit transferred. However, if the transfer causes a termination of the Company under Section 708(b)(1)(B) of the Code, the Company Property shall be deemed to have been distributed to the Members (including the transferee of a Unit) in liquidation of the Company pursuant to Section 11.3 and contributed again by such Members and transferees in reconstitution of the Company. The Capital Accounts of such reconstituted Company shall be maintained in accordance with the principles of this Section 3.3.

E. At such times as may be permitted or required by Treasury Regulations issued pursuant to Section 704 of the Code, the Capital Accounts shall be revalued and adjusted to reflect the then fair market value of Company Property and the Capital Accounts shall be maintained to comply with Treasury Regulations Section 1.704-l(b)(2)(iv)(f). All allocations of gain resulting from such revaluation shall be made consistently with that regulation; and to the extent not inconsistent therewith, the Income allocation provisions of Section 4.2 hereof.

Section 3.4 Interest. No interest shall accrue or be paid by the Company on Capital Contributions, balances of a Member’s Capital Account or any other funds distributed or distributable under this Agreement.

Section 3.5 No Withdrawal. Without the written consent of all remaining Members of the Company, no Member shall have (i) any right to resign voluntarily or otherwise to withdraw from the Company, or (ii) any right to the withdrawal or reduction of any part of his Capital Contribution.

Section 3.6 Loans. Loans by a Member to the Company may be permitted in the discretion of, and on terms approved by, the Manager. Such loans shall not be considered Capital Contributions.

Section 3.7 Additional Contributions. The Members shall not be obligated to contribute additional capital to the Company unless all Members agree to do so. Any additional capital contributions approved by all Members shall be made by the Record Holders (whether Members or Assignees) in proportion to the number of Units held.

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ARTICLE IV

Tax Allocations and Distributions

Section 4.1 Distribution of Cash Available for Distribution. Distributions of all Cash Available for Distribution shall be made not less frequently than annually. Any distribution of property shall be treated as a distribution of cash in the amount of the fair market value of such property. Distributions shall be made to Record Holders pro rata, according to the number of Units held by each, with all Outstanding Units being treated alike.

Section 4.2 Tax Allocation of Income and Loss.

A. All Tax Items shall be allocated to all Record Holders in accordance with their respective Units in the Company. All Outstanding Units shall be treated equally.

B. Notwithstanding anything to the contrary in this Section 4.2, any Capital Gain recognized by the Company shall be allocated first to those Record Holders, if any, to take into account the provisions of Section 4.2.D below, next to those Record Holders who have negative Capital Accounts to restore such Capital Accounts to zero and further, to any Record Holders in order to cause such Capital Accounts of all Record Holders to be equalized. The purpose of this method of allocation is to give “substantial economic effect” to the allocations and Capital Accounts hereunder in accordance with Section 704(b) of the Code and Treasury Regulations thereunder.

C. If during any fiscal year of the Company, any Record Holder unexpectedly receives an adjustment, allocation, or distribution of the type described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4),(5), or (6), that Record Holder shall be allocated items of Income in an amount and manner sufficient to eliminate that Record Holder’s deficit Capital Account balance as quickly as possible.

D. Under regulations prescribed by the Secretary of the Treasury pursuant to Section 704(c) of the Code, items of Capital Gain, Income and Loss with respect to property contributed to the Company by a Record Holder shall be shared among Record Holders so as to take account of the variation between the basis of the property to the Company and its fair market value at the time of contribution. The Members shall have the power to make such elections, adopt such conventions, and allocate Capital Gain, Income and Loss as each of them deems appropriate to comply with Section 704(c) of the Code and any Treasury Regulations promulgated thereunder and to preserve, to the extent possible, uniformity of the Units. Any items allocated under this Section 4.2.D shall not be debited or credited to Capital Accounts to the extent that item is already taken into account (upon formation or otherwise) in determining a Record Holder’s Capital Account.

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E. Upon the transfer of a Unit, Income, Capital Gain and Loss attributable to the transferred Unit, shall, for federal income tax purposes, be allocated to the owners of such Unit on the basis of the Income or Loss for each month that such Person was the owner of such Units, determined on an interim closing of the books method. The Members may revise, alter, or otherwise modify the method of allocation as they determine necessary to comply with Section 706 of the Code and regulations or rulings promulgated thereunder.

F. All tax credits for federal or state income tax purposes shall be allocated in the same manner as Income.

ARTICLE V

Management and Operation of Business

Section 5.1 Manager. Management of the Company shall be vested in Noark Pipeline System, Limited Partnership, and it is hereby appointed Manager of the Company.

Section 5.2 Authority of Manager. The Manager shall have the power to bind the Company and may exercise all the powers of the Company whether derived from law, the Articles of Organization or this Agreement.

Section 5.3 Restrictions on Manager. There shall be no restrictions on the authority of the Manager to act on behalf of the Company.

Section 5.4 Term. The Manager shall hold office until it ceases to be a Member.

Section 5.5 Removal. The Manager shall not be subject to removal.

Section 5.6 Limitation on Liability of Manager. No Manager shall be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Manager; provided, however, that nothing contained herein shall eliminate or limit the liability of a Manager (i) for any breach of the Manager’s duty of loyalty to the Company or its Members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and (iii) for any transactions from which the Manager derived an improper personal benefit.

ARTICLE VI

Rights and Obligations of the Members

Section 6.1 Limitation of Liability. Anything herein to the contrary notwithstanding, except as otherwise expressly agreed in writing, a Member shall not be personally liable for any debts, liabilities, or obligations of the Company, whether to the Company, to any of the other Members, to creditors of the Company, or to any other Person. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

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Section 6.2 Rights of Member Relating to the Company. In addition to other rights provided by this Agreement or by applicable law, a Member may, for any purpose reasonably related to a Member’s interest in the Company, inspect and obtain upon reasonable request during normal business hours and at such Member’s own expense:

A. Any and all information regarding the state of the business and financial condition of the Company;

B. Promptly after becoming available, a copy of the Company’s federal, state, and local income tax returns for each year;

C. A current list of the name and last known business, residence or mailing address of each Member and Manager;

D. Information regarding the Capital Contributions made by each Member;

E. A copy of this Agreement and the Articles of Organization and all amendments hereto and thereto, together with copies of any powers of attorney pursuant to which this Agreement, the Articles of Organization, and all amendments hereto and thereto have been executed; and

F. Any of the Company’s books and records, and any other information regarding the affairs of the Company as is just and reasonable.

Section 6.3 Restrictions on Powers. No Member (except a Member who is also Manager) shall have the authority or power to act on behalf of, or to bind, the Company, or any other Member. No Member shall have the right or power to take any action which would change the Company to a general partnership, change the limited liability of a Member, or affect the status of the Company for federal income tax purposes.

Section 6.4 Indemnification.

A. Company Indemnity. To the maximum extent permitted by law. the Company shall indemnify and hold harmless all Members and the Manager (each, an “Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, penalties and other expenses actually and reasonably incurred by the Indemnitee in connection with any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of the fact that the Indemnitee is or was a Member or Manager of the Company, arising out

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of or incidental to the business of the Company, provided, (i) the Indemnitee’s conduct did not constitute willful misconduct or recklessness, (ii) the action is not based on breach of this Agreement, (iii) the Indemnitee acted in good faith and in a manner he or it reasonably believed to be in, or not opposed to, the best interests of the Company and within the scope of such Indemnitee’s authority and (iv) with respect to a criminal action or proceeding, the Indemnitee had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee acted in a manner contrary to that specified above.

B. Advancement of Expenses. Expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 6.4 may, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a commitment by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified as authorized in this Section 6.4.

C. Non-Exclusivity. The indemnification provided by this Section 6.4 shall be in addition to any other rights to which the Indemnitee may be entitled under any agreement, vote of the Members, as a matter of law or equity, or otherwise, and shall inure to the benefit of the successors, assignees, heirs, personal representatives and administrators of the Indemnitee.

D. Insurance. The Company may purchase and maintain insurance, at the Company’s expense, for the benefit of any Indemnitee, as an insured, against any liability that may be asserted against or expense that may be incurred by an Indemnitee in connection with the activities of the Company regardless of whether the Company would have the power to indemnify such Indemnitee against such liability under the provisions of this Agreement.

Section 6.5 Representations and Warranties. Each Member, and in the case of an organization, the person(s) executing the Agreement on behalf of the organization, hereby represents and warrants to the Company and each other Member that: (a) if that Member is a organization, that it is duly organized, validly existing, and in good standing under the law of its state of organization and that it has full organizational power to execute and agree to the Agreement to perform its obligations hereunder, (b) that the Member is acquiring Units in the Company for the Member’s own account as an investment and without an intent to distribute such Units; (c) that the Units have not been registered under the Securities Act of 1933 or any state securities laws, and may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements; and (d) that the Member has been furnished and granted access to all information which he has requested in connection with his purchase of Units.

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ARTICLE VII

Books, Records, Accounting and Reports

Section 7.1 Books and Records. Appropriate books and records with respect to the Company’s business, including, without limitation, all books and records necessary to provide to the Member any information, lists and copies of documents required to be provided pursuant to Section 6.2, shall at all times be kept at the principal office of the Company or at such other places as agreed to by the Members. Without limiting the foregoing, the following shall be maintained at the Company’s principal office: (i) a current and a past list of the full name and last known mailing address of each Member and Manager, (ii) copies of records that would enable a Member to determine the relative voting rights of the Members, (iii) a copy of the Articles of Organization, and any amendments thereto, (iv) copies of the Company’s federal, state and local income tax returns and reports, if any, for the three (3) most recent years, and (v) copies of any financial statements of the Company for the three most recent fiscal years. Any records maintained by the Company in the regular course of its business may be kept on, or be in the form of, magnetic tape, photographs or any other information storage device, provided that the records so kept are convertible into clearly legible written form within a reasonable period of time.

Section 7.2 Accounting. The books of the Company for regulatory and financial reporting purposes shall be maintained on the method of accounting determined by the Manager. The Company books for purposes of maintaining and determining Capital Accounts shall be maintained in accordance with the provisions of this Agreement, Section 704 of the Code and, to the extent not inconsistent therewith, the principles described above for financial reporting and regulatory purposes.

Section 7.3 Fiscal Year. The fiscal year of the Company shall be the calendar year.

ARTICLE VIII

Tax Matters

Section 8.1 Taxable Year. The taxable year of the Company shall be the calendar year.

Section 8.2 Tax Controversies. Subject to the provisions hereof, the Manager is designated the “Tax Matters Person” (as defined in Section 6231 of the Code), and is authorized and required to represent the Company, at the Company’s expense, in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. Each Member agrees to cooperate with the Tax Matters Person, and to do or refrain from doing any or all things reasonably required by the Tax Matters Person to participate in such proceedings.

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ARTICLE IX

Transfer of Units

Section 9.1 Transfer.

A. The term “transfer,” when used in this Article IX with respect to a Unit, shall be deemed to refer to a transaction by which a Record Holder assigns all or a portion of its Units, or any interest therein, to another Person, or by which a Record Holder of a Unit assigns the Unit to another Person as Assignee, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, transfer by will or intestate succession, exchange, or any other disposition.

B. No Unit shall be transferred, in whole or in part, except in accordance with the provisions of this Article IX. Any transfer or purported transfer of any Unit not made in accordance with this Article IX shall be null and void. An Assignee shall not be a Substitute Member, and shall have no right to participate in the Company’s affairs as a Member thereof, but instead shall be entitled to receive only the share of profits, distributions or other economic interest to which the transferring Member would otherwise be entitled at the time said transferring Member would be entitled to receive the same.

Section 9.2 Transfer of Units by a Member.

A. No Unit may be transferred by a Record Holder unless the following conditions are first satisfied.

1. There shall have been filed with the Company and recorded on the Company’s books a duly executed and acknowledged counterpart of the instrument of assignment and such instrument evidences the written acceptance by the Assignee of all of the terms and provisions of this Agreement and represents that such assignment was made in accordance with all applicable laws and regulations: and

2. The Company receives an Opinion of Counsel that such transfer would not materially adversely affect the classification of the Company as a partnership for federal and state income tax purposes.

B. The transfer restrictions on Units shall be conspicuously noted in an appropriate legend on any Unit certificates issued.

C. In no event shall any Unit be transferred to a minor or any incompetent except by will or intestate succession.

D. Any holder of a Unit (including a transferee thereof) shall be deemed conclusively to have agreed to comply with and be bound by all terms and conditions of this Agreement, with the same effect as if such holder had executed an express acknowledgment thereof, whether or not such holder in fact has executed such an express acknowledgment.

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Section 9.3 Restrictions on Transfer. Notwithstanding the other provisions of this Article IX, no transfer of any Unit shall be made if the transfer (i) would violate applicable federal or state securities laws or rules and regulations of the Securities and Exchange Commission, any state securities commission or any other governmental authority with jurisdiction over the transfer, (ii) would materially adversely affect the classification of the Company as a partnership for federal or state income tax purposes, (iii) would affect the Company’s qualification as a limited liability company under the Act, or (iv) would cause the dissolution of the Company for any reason.

Section 9.4 Issuance of Certificates. The Company may, at the Manager’s sole discretion, issue one or more Certificates in the name of a Member evidencing the number of Units issued. Such Certificates shall be signed by the Manager. All Certificates evidencing Units of any class shall be consecutively numbered. The name and address of each Member and the date of issuance of the Certificate shall be entered on the records of the Company. When a Member has been elected to membership and has paid any sums that may then be required, a Certificate evidencing Units owned by such Member shall be issued in his name, if the Manager shall have provided for the issuance of Certificates under the provisions of this Article IX. Upon the transfer of a Unit in accordance with Article IX, the Company shall, if Certificates have been issued, issue replacement Certificates. All Certificates shall contain legends required by this Agreement or otherwise required by law.

ARTICLE X

Admission of Substitute and Additional Members

Section 10.1 Admission of Substitute Members. Upon transfer of a Unit by a Member in accordance with Article IX (but not otherwise), the transferor shall have the power to give the transferee the right to apply to become a Substitute Member with respect to the Unit acquired, subject to the conditions of and in the manner permitted under this Agreement. A transferee of a Unit shall be an Assignee only with respect to the transferred Unit (whether or not such transferee is a Member or Substitute Member with respect to other previously acquired Units) and shall not become a Substitute Member with respect to the transferred Unit unless and until all of the following conditions are satisfied:

A. The instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor’s interest as a Substitute Member in his place with respect to a transferred Unit;

B. The assignor and Assignee shall have fulfilled all other requirements of this Agreement;

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C. The Assignee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with his substitution as a Member;

D. The Manager shall have approved admission of the Assignee as a Substitute Member (such approval may be granted or withheld by the Manager in its sole and absolute discretion and may be arbitrarily withheld); and

E. The books and records of the Company have been modified to reflect the admission.

The admission of an Assignee as a Substitute Member with respect to a transferred Unit shall become effective on the date the Members give their consent through a Majority Vote of the Members to the admission, and the books and records of the Company have been modified to reflect such admission. Any Member who transfers all of his Units with respect to which it had been admitted as a Member shall cease to be a Member of the Company upon a transfer of such Units in accordance with Article IX and the execution of a counterpart of this Agreement by the transferee and shall have no further rights as a Member in or with respect to the Company (whether or not the Assignee of such former Member is admitted to the Company as a Substitute Member).

Section 10.2 Admission of Additional Members. Additional Units may be authorized and issued by the Company, and additional Members may acquire such Units and be admitted to membership in the Company, upon such terms and conditions as may be approved by the Manager.

ARTICLE XI

Dissociation, Dissolution and Liquidation

Section 11.1 Events of Dissociation. The following and only the following shall be deemed to be Events of Dissociation:

A. The withdrawal of a Member as permitted in Section 3.5;

B. A Member ceases to be a Member as provided in Section 10.1;

C. A Member:

1. Makes an assignment for the benefit of creditors;

2. Files a voluntary petition in bankruptcy;

3. Is adjudicated as bankrupt or insolvent;

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4. Files a petition or answer seeking for himself any reorganization arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;

5. Files an answer or other pleading admitting or failing to contest the material or allegations of a petition filed against him in any proceeding of the foregoing nature or seeks, consents to or acquiesces in appointment of a trustee, receiver or liquidator of the Member or of all or any substantial part of his properties;

D. After one hundred twenty (120) days from the commencement of any proceeding against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the Member or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety (90) days after the expiration of any stay, the appointment is not vacated;

E. In the case of a Member who is an individual: (i) his death, or (ii) the entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or estate;

F. In the case of a Member that is a trust or is acting as a Member by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;

G. In the case of a Member that is a separate limited liability company or partnership, the dissolution and commencement of winding-up of the separate limited liability company or partnership;

H. In the case of a Member that is a corporation, the filing of a certificate of its dissolution or the equivalent for the corporation or the revocation of its charter and the lapse of ninety (90) days after notice to the corporation of revocation without reinstatement of its charter; or

I. In the case of a Member that is an estate or is acting as a Member by virtue of being the personal representative of an estate, the distribution by the fiduciary of the estate’s entire interest in the Company.

No other events shall be deemed to be Events of Dissociation. The date of an occurrence of any Event of Dissociation shall be the date upon which the Manager has actual notice of such event. The Member who is the subject of such Event of Dissociation is herein referred to as a “Dissociated Member” and his rights shall only be those set forth in this Agreement.

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Section 11.2 Option to Purchase Upon Dissociation. The occurrence of an Event of Dissociation shall not cause the dissolution of the Company. In the event of the occurrence of an Event of Dissociation, the Company shall have an option (to be exercised within ninety (90) days after the occurrence of the Event of Dissociation, by giving notice to the Dissociated Member or its legal representative) to purchase the Units of the Dissociated Member for a cash purchase price determined by the proportionate interest of the Dissociated Member in the total Net Book Value of the Company, as of the end of the calendar month immediately preceding the occurrence of the Event of Dissociation. The “Net Book Value” of the Company shall be an amount equal to the assets (excluding the proceeds of any life insurance proceeds) less the liabilities of the Company as set forth on the unaudited books of the Company maintained in the ordinary course of business as determined by the Company’s accountant; provided, that, if the books are maintained on a cash receipts and disbursements basis, then for purposes of this Agreement, Net Book Value shall be increased to reflect accounts receivable and work in process (billable but not billed) and decreased to reflect accounts payable. The Company shall exercise the option described in this Section 11.2 upon the affirmative vote of Members holding more than fifty percent (50%) of all outstanding Units excluding the Units held by the Dissociated Member.

Section 11.3 Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following: (i) the term of the Company stated in the Articles of Organization expires; or (ii) upon a Majority Vote of the Members vote to dissolve the Company.

Section 11.4 Method of Winding Up. Upon dissolution of the Company, the Company shall immediately commence to liquidate and wind up its affairs. The Record Holders shall continue to share profits and losses during the period of liquidation and winding up in the same proportion as immediately before commencement of winding up and dissolution. The proceeds from the liquidation and winding up shall be applied in the following order of priority:

A. To creditors, including Record Holders who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company other than liabilities to Record Holders on account of their Capital Contributions or on account of a Member’s withdrawal from the Company or pursuant to a withdrawal of capital; and

B. The balance, to Record Holders in accordance with their Capital Accounts, and if there is any excess amount available for distribution, in accordance with the number of Units each Record Holder holds.

Unless the Members shall unanimously determine otherwise, all distributions will be made in cash, and none of the other Company Property will be distributed in kind to the Members.

Section 11.5 Filing Articles of Dissolution. Upon the completion of the distribution of Company Property as provided in Section 11.4, Articles of Dissolution shall be filed as required by the Act, and each Member agrees to take whatever action may be advisable or proper to carry out the provisions of this Section.

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Section 11.6 Return of Capital. The return of Capital Contributions shall be made solely from Company Property.

ARTICLE XII

Amendment of Agreement; Meetings; Record Date

Section 12.1 Amendments. All Amendments to this Agreement shall require unanimous approval of the Members.

Section 12.2 Meetings. Meetings of Members may be called by a Majority Vote of the Members or the Manager, by giving at least five (5) days’ prior notice of the time, place and purpose of the meeting to all Members.

Section 12.3 Action Without a Meeting. Any action that may be taken by a vote of the Members may be taken without a meeting if a consent to such action is signed by Members holding Units representing not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Units entitled to vote thereon were present and voted. Prompt notice of the taking of any action without a meeting shall be given to those Members who have not consented in writing.

Section 12.4 Adjournment. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than forty-five (45) days. If the adjournment is for more than forty-five (45) days, a notice of the adjourned meeting shall be given in accordance with Section 12.2. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting.

Section 12.5 Waiver of Notice; Consent to Meeting; Approval of Minutes. The transactions of any meeting of the Company, however called and noticed, and whenever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the Members entitled to vote, but not present in person or by proxy, approves by signing a written waiver of notice or an approval to the holding of the meeting or an approval of the minutes thereof. All waivers, consents, and approvals shall be filed with the Company records or made a part of the minutes of the meeting.

Section 12.6 Quorum. The holders of more than fifty percent (50%) of the Units entitled to vote represented in person or by proxy, shall constitute a quorum at a meeting of Members. The Members present at a duly called or held meeting at which a quorum is present may continue to participate at such meeting until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the requisite percentage of Units of Members specified in this Agreement. In the absence of a quorum, any meeting of Members may be adjourned from time to time by a Majority Vote of the Members represented either in person or by proxy entitled to vote, but no other matters may be proposed, approved or disapproved, except as provided in Section 12.4.

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Section 12.7 Proxies. Members shall be entitled to vote or act by a duly executed written proxy but only if the Person designated as proxy is also a Member.

ARTICLE XIII

General Provisions

Section 13.1 Notices. Any notice, demand, request or report required or permitted to be given or made to a Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class mail or express delivery to the Member at the address set forth on Exhibit A, or sent by facsimile transmission to a phone number provided in writing to the Company by that Member. Any notice, payment, or report to be given or sent to a Member hereunder shall be deemed conclusively to have been given or sent, by any method of delivery identified, above, regardless of any claim of any Person who may have an interest, by reason of an assignment or otherwise, in one or more Units owned by such Member.

Section 13.2 Captions. All article and section captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to “Articles” and “Sections” are to Articles and Sections of this Agreement.

Section 13.3 Pronouns and Plurals. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

Section 13.4 Further Action. The parties to this Agreement shall execute and deliver all documents, provide all information and take or refrain from taking any action necessary or appropriate to achieve the purposes of this Agreement.

Section 13.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assignees.

Section 13.6 Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 13.7 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

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Section 13.8 Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto, independently of the signature of any other party.

Section 13.9 Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Oklahoma, without regard to its principles of conflict of laws.

Section 13.10 Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 13.11 Conveyances. All of the assets of the Company shall be held in the name of the Company or the Manager on behalf of and as nominee for the Company. Any deed, bill of sale, mortgage, lease, contract of sale or other instrument purporting to convey or encumber the interest of the Company of all or any portion of the assets of the Company shall be sufficient if signed on behalf of the Company by the Manager.

Section 13.12 Power of Attorney.

A. Manager as Attorney-in-Fact. By the execution of this Agreement, or a counterpart hereof, each Member irrevocably constitutes and appoints the Manager as its true and lawful attorney-in-fact and agent to effectuate, with full power and authority to act in his name, place, and stead in effectuating, the purposes of the Company pursuant to the terms and conditions of this Agreement, including the execution, acknowledgment, delivery, filing, and recording of all certificates, documents, contracts, loan documents, or counterparts thereof, and all other documents which the Manager deems necessary or reasonably appropriate to do any of the following: (i) organize, qualify, or continue the Company as a limited liability company, including qualification of the Company in such other jurisdictions as the Company’s activities may require; (ii) reflect an amendment to this Agreement or the Company’s Articles of Organization required by a change in the name of the Company, a change in the principal place of business of the Company or otherwise; (iii) accomplish the purposes and carry out the powers of the Company as set forth herein; and (iv) subject to the provisions of this Agreement, effect the dissolution and termination of the Company.

B. Nature of Special Power. The power of attorney granted herein: (i) shall be deemed to be coupled with an interest, shall be irrevocable and shall survive the death, incompetency, or legal disability of a Member; (ii) may be exercised only by the Manager, for each Member, or any or all of them, listing all, or any, of the Members required to execute any such instrument and executing such instrument as attorney-in-fact for all, or any

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one, of such Members; and (iii) shall be binding upon any transferee of a membership interest of a Member hereunder, or any portion thereof, except that where such transferee is qualified as a Substitute Member under this Agreement, the power of attorney shall survive the delivery of such Units for the sole purpose of enabling the Manager, to execute, acknowledge, and file any instrument on behalf of the transferor of the Units necessary to effect such substitution.

Section 13.13 No Partnership Intended. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the Oklahoma Uniform Partnership Act, the Oklahoma Revised Uniform Limited Partnership Act or any similar law. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

Section 13.14 Rights of Creditors and Third Parties under Agreement. The Agreement is entered into among the Company and the Members for the exclusive benefit of the Company, its Members, and their successors and assignees. The Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement, or any agreement between the Company and any Member with respect to any Capital Contribution or otherwise.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the 12th day of January, 1998.

	MEMBER
	NOARK PIPELINE SYSTEM, LIMITED PARTNERSHIP
	By:	Enogex Arkansas Pipeline Corporation, a General Partner
Date: 1/12/98	By:	/s/ Roger A. Farrell
		Roger A. Farrell, Vice President
	By:	Southwestern Energy Pipeline Company, a General Partner
Date: 1/12/98	By:	/s/ Debbie J. Branch
		Debbie J. Branch Senior Vice President

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EXHIBIT A

Name and Address of Member	Amount of Contribution		Number of Units		% of Units Issued			Date of Contribution
Noark Pipeline System, Limited Partnership	$	100.00		100		100	%	1/12/98
Total Issued				100
Total Outstanding				100

DLG-6786

FIRST AMENDMENT TO OPERATING AGREEMENT

THIS FIRST AMENDMENT TO OPERATING AGREEMENT, dated as of December 21, 2010, but effective as of May 4, 2009 (this “Amendment”), amends the Operating Agreement of NOARK Energy Services, L.L.C., an Oklahoma limited liability company (the “Company”), dated as of January 12,1998 (the “Operating Agreement”).

WHEREAS, on May 4, 2009, NOARK Pipeline System, Limited Partnership, then the sole Member of the Company, assigned all of its right, title and interest in the membership interests in the Company to Atlas Pipeline Mid-Continent LLC, a Delaware limited liability company (“APL Mid-Con”);

WHEREAS, Section 12.1 of the Operating Agreement permits the Operating Agreement to be amended with the unanimous approval of the Members;

NOW, THEREFORE, in consideration of the foregoing, the Operating Agreement be and it hereby is amended as follows:

1. Section 5.1 is amended and restated as follows:

Section 5.1 Manager. Management of the Company shall be vested in Atlas Pipeline Mid-Continent LLC, and it is hereby appointed the Manager of the Company.

2. Section 5.5 is amended and restated as follows:

Section 5.5 Removal. The Manager may be removed with the unanimous consent of the Members.

3. Except as amended hereby, the Operating Agreement shall remain in full force and effect. This Amendment shall be construed in accordance with and governed by the laws of the State of Oklahoma, without regard to its principles of conflicts of laws.

LW: 603637.1

IN WITNESS WHEREOF, this Amendment is executed and effective as of the dates written above.

MEMBER:
Atlas Pipeline Mid-Continent LLC
By:	/s/ Gerald R. Shrader
	Gerald R. Shrader Senior Vice President, General Counsel and Secretary

EX-3.46

Exhibit 3.46

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:07 PM 10/28/2008

FILED 11:56 AM 10/28/2008

SRV 081071579 – 4616532 FILE

CERTIFICATE OF FORMATION

OF

Pecos Pipeline LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST:	The name of the limited liability company (hereinafter called the “limited liability company”) is: Pecos Pipeline LLC
SECOND:	The address of the registered office of the limited liability company in the State of Delaware is located at: 1209 Orange Street, Wilmington, Delaware 19801. Located in the County of New Castle. The name of the registered agent at that address is The Corporation Trust Company
THIRD:	The duration of the limited liability company shall be perpetual.
FOURTH:	The name and address of the member is:
	Carrizo Oil & Gas, Inc., 1000 Louisiana Suite 1500, Houston, Texas 77002

Executed on October 28, 2008

/s/ Mark Williams

Business Filings Incorporated,

Authorized Person

Mark Williams, A.V.P.

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:08 PM 04/13/2009

FILED 03:57 PM 04/13/2009

SRV 090357360 – 4616532 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1.      Name of Limited Liability Company: Pecos Pipeline LLC

2.      The Certificate of Formation of the  limited liability company is hereby amended as follows:

         FOURTH: The name and address of the member is: Chama Pipeline Holding LLC, 1000 Louisiana, Suite 1500, Houston, Texas 77002.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 6^th day of April, A.D. 2009.

By:	/s/ Paul Boling
	Authorized Person(s)
Name:	Paul Boling, Vice-President, signing on behalf of Carrizo Oil & Gas, Inc., Member
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:57 PM 09/23/2009

FILED 02:55 PM 09/23/2009

SRV 090878676 – 4616532 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1.      Name of Limited Liability Company: Pecos Pipeline LLC

2.      The Certificate of Formation of the  limited liability company is hereby amended as follows:

         FOURTH: The name and address of the member is:

         Mansfield Pipeline Holding, LLC, 1000 Louisiana, Suite 1500, Houston, Texas 77002.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 21^st day of September, A.D. 2009.

By:	/s/ Paul F. Boling
	Authorized Person(s)
Name:	Paul F. Boling, Chief Financial Officer, Vice President, Secretary and Treasurer of Mansfield Pipeline Holding, LLC, Member
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:13 PM 06/15/2010

FILED 01:49 PM 06/15/2010

SRV 100658100 – 4616532 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PECOS PIPELINE LLC

2. The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington, Zip Code 19808. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company

By:	/s/ Michael Walsh
	Authorized Person

Name:	Michael Walsh
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:31 PM 02/24/2012

FILED 01:31 PM 02/24/2012

SRV 120221469 – 4616532 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: Pecos Pipeline LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

Article FOURTH of the Certificate of Formation is hereby deleted in its entirely.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 23^rd day of February, A.D. 2012.

By:	/s/ Sarah C. Miller
	Authorized Person(s)

Name:	Sarah C. Miller
	Print or Type

DE084 - 05/18/2007 C T System Online

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:31 PM 02/24/2012

FILED 01:10 PM 02/24/2012

SRV 120221464 – 4616532 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Pecos Pipeline LLC.

2. The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Sarah C. Miller
	Authorized Person

Name:	Sarah C. Miller
	Print or Type

DE175 - 08/24/2011 C T System Online

EX-3.47

Exhibit 3.47

FIFTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

PECOS PIPELINE LLC

THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PECOS PIPELINE LLC (the “Company”) dated as of June 11, 2012, is made by APL Mansfield Pipeline Holding, LLC, a Delaware limited liability company (the “Member”), to amend and restate the Fourth Amended and Restated Limited Liability Company Agreement of Pecos Pipeline LLC dated as of February 17, 2012. The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the Act, the Company was formed on October 28, 2008.

1.2 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

1.3 Name. The name of the Company shall be Pecos Pipeline LLC.

1.4 Registered Agent. The address of the Company’s registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Company’s registered agent at such address is Corporation Trust Company.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company.

2.2 Meetings. No meetings of the Members need be held. However, if there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by a Member, or a combination of Members.

2.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

LW:691832.1 1

3. RIGHTS AND DUTIES OF THE MEMBER

3.1. Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the State of Delaware. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

3.2. Indemnification. The Member shall, and any employee or agent of the Company or employee or agent of the Member in connection with services to the Company may, in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act and as may be otherwise permitted by applicable law.

4. TITLE TO COMPANY PROPERTY

4.1. Title in Company Name. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

5. CAPITAL CONTRIBUTIONS

5.1. Capital Contributions. The Member may, but shall not be required, to make capital contributions to the Company.

5.2. Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution.

5.3. Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

6. LIMITED LIABILITY COMPANY INTEREST

6.1. Limited Liability Company Interest. The Limited Liability Company Interest of Member shall be as set forth on Schedule A.

7. DISTRIBUTIONS.

7.1. Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the aggregate amounts determined by the Member and as permitted by applicable law.

2

8. ELECTIONS.

8.1. Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9. ADMISSION OF ADDITIONAL MEMBERS

9.1. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

10. DISSOLUTION AND LIQUIDATION

10.1. Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1. the written consent of the Member; or

10.1.2. the entry of a decree of judicial dissolution under the Act.

The Company shall not be dissolved for any other reason, including without limitation, the Member becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of Member’s membership interest in the Company.

10.2. Liquidation. Upon dissolution, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1. to creditors, including the Member if he is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

10.2.2. to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

10.2.3. to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

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10.3. Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1. Fiscal Year. The fiscal year of the Company shall be the calendar year.

11.2. Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

11.3. Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

12. MISCELLANEOUS.

12.1. Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

12.3. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4. Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5. Amendment. This Agreement may be amended at any time upon the determination of the Member, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Company required under the documents evidencing and securing such indebtedness shall have been received by the Company.

12.6. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

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12.7. Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this Agreement as of the date first written above.

SOLE MEMBER:
APL MANSFIELD PIPELINE HOLDING, LLC
By: APL Barnett Pipeline Holding, LLC, its sole member
By: APL Barnett, LLC, its sole member
By: Atlas Pipeline Mid-Continent LLC, its sole member
	By:	/s/ Eugene N. Dubay
		Eugene N. Dubay
		President and Chief Executive Officer

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SCHEDULE A

LIST OF MEMBERS

Name of Member and Address	Percentage
APL Mansfield Pipeline Holding, LLC 110 W. 7th Street, Suite 2300 Tulsa, OK 74119		100	%

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EX-3.48

Exhibit 3.48

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:06 PM 07/23/2008

FILED 01:01 PM 07/23/2008

SRV 08081006 5 – 4578642 FILE

CERTIFICATE OF FORMATION

OF

ATLAS PIPELINE MID-CONTINENT KANSOK, LLC

This Certificate of Formation of Atlas Pipeline Mid-Continent KansOk, LLC, (the “LLC”) is duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.).

FIRST: The name of the limited liability company formed hereby is Atlas Pipeline Mid-Continent KansOk, LLC.

SECOND: The address of the registered office of the LLC in the State of Delaware is 110 S. Poplar Street, Suite 101, City of Wilmington, Delaware 19801. The name of its registered agent at such address is Andrew M. Lubin.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on the 23rd day of July, 2008.

By:	/s/ Rosemary Morice
	Rosemary Morice, Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:43 PM 09/09/2010

FILED 01:33 PM 09/09/2010

SRV 100894911 – 4578642 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company:

Atlas Pipeline Mid-Continent KansOk, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

1. The name of the Limited Liability Company is:

    Slider WestOk Gathering, LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 8^th day of September, A.D. 2010.

Atlas Pipeline Mid-Continent KansOk, LLC
By:	Atlas Pipeline Mid-Continent LLC, its Sole Member
By:	/s/ Gerald R. Shrader     Chief Legal Officer
	Authorized Person(s)
Name:	Gerald R. Shrader
	Print or Type

DE084 - 05/18/2007 C T System Online

EX-3.49

Exhibit 3.49

LIMITED LIABILITY COMPANY AGREEMENT

OF

ATLAS PIPELINE MID-CONTINENT KANSOK, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS PIPELINE MID-CONTINENT KANSOK, LLC dated as of this 23^rd day of June, 2008 (this “Agreement”), is made by Atlas Pipeline Mid-Continent, LLC, a Delaware limited liability company (the “Member”). The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of Atlas Pipeline Mid-Continent KansOk, LLC (the “Company”) and the conduct of the Company’s business, as follows:

ARTICLE 1

FORMATION, PURPOSE AND DEFINITIONS

1.1 Establishment of Limited Liability Company. The Member hereby confirms that the Company has been established as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as heretofore or hereafter amended (the “Act”).

1.2 Name. The name of the Company shall be Atlas Pipeline Mid-Continent KansOk, LLC. The Company’s business may be conducted under any other name or names, as determined by the Member.

1.3 Registered Office of the Company. The registered office of the Company shall be the location set forth in the Company’s Certificate of Formation filed with the Office of the Secretary of State of the State of Delaware. The Member may, from time to time, change such registered agent and registered office, by appropriate filings as required by law.

1.4 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

1.5 Duration. Unless the Company shall be earlier terminated in accordance with Article 6, it shall continue in existence in perpetuity.

1.6 Other Activities of Member. The Member may engage in or possess an interest in other business ventures of any nature, whether or not similar to or competitive with the activities of the Company. The Company shall not have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Member or to the income or proceeds derived from such investments or activities. The Member shall incur no liability to the Company as a result of engaging in any other business or venture.

ARTICLE 2

CAPITAL CONTRIBUTIONS

2.1 Capital Contributions. The Member may, but shall not be required to, make capital contributions to the Company.

2.2 Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution, except as may be expressly required by this Agreement or applicable law.

2.3 Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

ARTICLE 3

DISTRIBUTIONS

3.1 Distributions. The Company shall make distributions of cash or other assets to the Member in the manner that the Member deems appropriate and as permitted by law.

ARTICLE 4

MANAGEMENT OF THE COMPANY

4.1 Powers of the Member. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

4.2 Meetings. If there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by Member, or a combination of Members; however, no meetings of the Members need be held.

4.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

2

4.4 Officers.

(a) Designation and Appointment. The Member may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business, including employees, agents and other persons who may be designated as officers of the Company, with titles including but not limited to “chief executive officer,” “chairman,” “president,” “executive vice president,” “senior vice president,” “vice president,” “treasurer,” “secretary,” “chief financial officer” and “chief operating officer,” as and to the extent authorized by the Member. Any number of offices may be held by the same person. In its discretion, the Member may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware. Any officers so designated shall have such authority and perform such duties as the Member may, from time to time, delegate to them. The Member may assign titles to particular officers. Each officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided.

(b) Resignation/Removal. Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such at any time with or without cause by the Member. Designation of an officer shall not of itself create any contractual or employment rights.

(c) Duties of Officers Generally. The officers, in the performance of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

ARTICLE 5

TRANSFER OF MEMBERSHIP INTERESTS

5.1 Transfers. The Member may transfer all or any portion of its membership interest in the Company at any time or from time to time, to the extent and in the manner provided by applicable law.

ARTICLE 6

DISSOLUTION AND LIQUIDATION

6.1 Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following:

(a) the written consent of the Member;

(b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

3

The Company shall not be dissolved for any other reason, including, without limitation, the Member’s becoming bankrupt or executing an assignment for the benefit of creditors.

6.2 Liquidation. Upon dissolution of the Company in accordance with Section 6.1, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

(a) to creditors, including the Member if it is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

(b) to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

(c) to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

6.3 Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Department of State of the State of Delaware, as required by Section 18-203 of the Act. When such certificate is filed, the Company’s existence shall cease.

ARTICLE 7

ACCOUNTING AND FISCAL MATTERS

7.1 Fiscal Year. The fiscal year of the Company shall begin on January 1 and end on December 31 unless otherwise determined by the Member.

7.2 Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

7.3 Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

4

ARTICLE 8

RIGHTS AND OBLIGATIONS OF

MEMBER; EXCULPATION AND INDEMNIFICATION

8.1 No Liability of Member. The Member shall not have any duty to the Company except as expressly set forth herein, in other written agreements or as otherwise required by applicable law.

8.2 Liability of Officers; Limits. No officer of the Company shall be liable to the Company or to the Member for any loss or damage sustained by the Company or to the Member, unless the loss or damage shall have been the result of:

(a) gross negligence, fraud or intentional misconduct, bad faith or knowing violation of law by the officer in question;

(b) a breach of the duty of loyalty of such officer to the Company or the Member;

(c) a transaction from which the officer derived an improper personal benefit;

(d) breach of such person’s duties pursuant to Section 4.4(c);

(the conduct described in each of the foregoing clauses (a) through (d), inclusive, being hereinafter referred to as “Improper Conduct”). In performing his or her duties, each such person shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid) of the following other persons or groups: one or more officers or employees of the Company; any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company or any other person who has been selected with reasonable care by or on behalf of the Company, in each case as to matters which such relying person reasonably believes to be within such other person’s competence.

8.3 Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company. The Member shall not be required to lend any funds to the Company.

8.4 Lack of Authority. The Member in its capacity as a Member shall not have any power to represent, act for, sign for or bind the Company or make any expenditures on behalf of the Company and the Member hereby consents to the exercise by the officers of the Company of the powers conferred on them by law and this Agreement.

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8.5 Right to Indemnification. Subject to the limitations and conditions as provided in this Article 8, each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, or a person of which he is the legal representative, is or was a Member or officer shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, reasonable attorneys’ fees) actually incurred by such person in connection with such Proceeding, appeal, inquiry or investigation, and indemnification under this Article 8 shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article 8 shall be deemed contract rights, and no amendment, modification or repeal of this Article 8 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article 8 could involve indemnification for negligence or under theories of strict liability. Notwithstanding the foregoing, no such indemnity shall extend to any officer to the extent that any Proceeding or such judgment, penalty, fine, settlement or expense results from Improper Conduct on the part of such officer.

8.6 Advance Payment. The right to indemnification conferred in this Article 8 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a person of the type entitled to be indemnified under Section 8.6 who was, is or is threatened to be, made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article 8 and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article 8 or otherwise.

8.7 Indemnification of Employees and Agents. The Company, upon the direction of the Member, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses under Sections 8.5 and 8.6. Notwithstanding the foregoing, no such indemnity shall extend to any employee or agent to the extent that any Proceeding or judgment, penalty, fine, settlement or expenses result from Improper Conduct on the part of such employee or agent.

8.8 Appearance as a Witness. Notwithstanding any other provision of this Article 8, the Company may pay or reimburse reasonable out-of-pocket expenses incurred by any Member, officer or agent in connection with his or her appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

6

8.9 Nonexcclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article 8 shall not be exclusive of any other right that a Member, officer or other person indemnified pursuant to this Article 8 may have or hereafter acquire under any law (common or statutory) or provision of this Agreement.

8.10 Insurance. The Company may purchase and maintain (if and to the extent feasible, as determined by the Member) insurance, at its expense, to protect itself and any Member, officer or agent of the Company who is or was serving at the request of the Company as a manager, representative, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Article 8.

8.11 Savings Clause. If this Article 8 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each person indemnified pursuant to this Article 8 as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any such Proceeding, appeal, inquiry or investigation to the full extent permitted by any applicable portion of this Article 8 that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE 9

MISCELLANEOUS

9.1 Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Article 5, his successors and assigns.

9.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

9.3 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

9.4 Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

9.5 Headings. The Section headings used herein are for reference and convenience only and shall not be used for purposes of interpretation.

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IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this instrument on and as of the date first set forth above.

ATLAS PIPELINE MID-CONTINENT, LLC
By:	Atlas Pipeline Operating Partnership, L.P., its sole member

By:	Atlas Pipeline Partners GP, LLC, its general partner
	By:	/s/ Michael L. Staines
	Name:	Michael L. Staines
	Title:	President

{ LLC Agreement of Atlas Pipeline Mid-Continent KansOk, LLC}

AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT

OF

ATLAS PIPELINE MID-CONTINENT KANSOK, LLC

This Amendment No. 1 (the “Amendment”) to that certain Limited Liability Company Agreement, dated June 23, 2008 (the “Agreement”), of Atlas Pipeline Mid-Continent KansOk, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of September 8, 2010, by Atlas Pipeline Mid-Continent LLC, a Delaware limited liability company, the sole member of the Company (the “Sole Member”).

WHEREAS, the Sole Member has determined to change the name of the Company to “Slider WestOk Gathering, LLC”; and

WHEREAS, the Company has filed an amendment to the Certificate of Formation with the Secretary of State of Delaware to reflect the change in the name of the Company.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Amendment. The name of the Company is hereby changed to “Slider WestOk Gathering, LLC” and all references to the name “Atlas Pipeline Mid-Continent KansOk, LLC” in the Agreement are hereby replaced with the name “Slider WestOk Gathering, LLC”.

Except as hereby amended, the Agreement shall remain in full force and effect.

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

Atlas Pipeline Mid-Continent LLC
By:	/s/ Gerald R. Shrader
	Gerald R. Shrader Senior Vice President and General Counsel

EX-3.50

Exhibit 3.50

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:44 PM 07/24/2009

FILED 03:22 PM 07/24/2009

SRV 090726458 – 4713389 FILE

CERTIFICATE OF FORMATION

OF

Tesuque Pipeline, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST:	The name of the limited liability company (hereinafter called the “limited liability company”) is: Tesuque Pipeline, LLC
SECOND:	The address of the registered office of the limited liability company in the State of Delaware is located at: 1209 Orange Street, Wilmington, Delaware 19801. Located in the County of New Castle. The name of the registered agent at that address is The Corporation Trust Company
THIRD:	The duration of the limited liability company shall be perpetual.
FOURTH:	The name and address of the member is:
	Chama Pipeline Holding LLC, 1000 Louisiana Street Suite 1500, Houston, Texas 77002

Executed on July 24, 2009

/s/ Mark Williams

Business Filings Incorporated,

Authorized Person

Mark Williams. A.V.P.

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:22 PM 08/14/2009

FILED 05:09 PM 08/14/2009

SRV 090781558 – 4713389 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: Tesuque Pipeline, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

FOURTH: The name and address of the member is: Mansfield Pipeline Holding, LLC, 1000 Louisiana Street, Suite 1500, Houston, TX 77002.

IN WITNESS, WHEREOF, the undersigned have executed this Certificate on the 10^th day of August, A.D. 2009.

By:	/s/ Gerald Morton
	Authorized Person(s)
Name:	Gerald Morton, Member of Codorniz Pipeline Holding, LLC, Member of Mansfield Pipeline Holding, LLC, Member
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:13 PM 06/15/2010

FILED 01:50 PM 06/15/2010

SRV 100658114 – 4713389 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is TESUQUE PIPELINE, LLC

2. The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington, Zip Code 19808. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company

By:	/s/ Michael Walsh
	Authorized Person

Name:	Michael Walsh
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:31 PM 02/24/2012

FILED 01:31 PM 02/24/2012

SRV 120221438 – 4713389 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: Tesuque Pipeline, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

Article FOURTH of the Certificate of Formation is hereby deleted in its entirety.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 23^rd day of February, A.D. 2012.

By:	/s/ Sarah C. Miller
	Authorized Person(s)

Name:	Sarah C. Miller
	Print or Type

DE084 - 05/18/2007 C T System Online

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:31 PM 02/24/2012

FILED 01:06 PM 02/24/2012

SRV 120221410 – 4713389 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is Tesuque Pipeline LLC.

2. The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Sarah C. Miller
	Authorized Person

Name:	Sarah C. Miller
	Print or Type

DE175 - 08/24/2011 C T System Online

EX-3.51

Exhibit 3.51

FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

TESUQUE PIPELINE, LLC

THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TESUQUE PIPELINE, LLC (the “Company”) dated as of June 11, 2012, is made by APL Mansfield Pipeline Holding, LLC, a Delaware limited liability company (the “Member”), to amend and restate the Third Amended and Restated Limited Liability Company Agreement of Tesuque Pipeline, LLC dated as of February 17, 2012. The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the Act, the Company was formed on July 24, 2009.

1.2 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

1.3 Name. The name of the Company shall be Tesuque Pipeline, LLC.

1.4 Registered Agent. The address of the Company’s registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Company’s registered agent at such address is Corporation Trust Company.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company.

2.2 Meetings. No meetings of the Members need be held. However, if there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by a Member, or a combination of Members.

2.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

LW:691831.1 1

3. RIGHTS AND DUTIES OF THE MEMBER

3.1. Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the State of Delaware. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

3.2. Indemnification. The Member shall, and any employee or agent of the Company or employee or agent of the Member in connection with services to the Company may, in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act and as may be otherwise permitted by applicable law.

4. TITLE TO COMPANY PROPERTY

4.1. Title in Company Name. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

5. CAPITAL CONTRIBUTIONS

5.1. Capital Contributions. The Member may, but shall not be required, to make capital contributions to the Company.

5.2. Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution.

5.3. Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

6. LIMITED LIABILITY COMPANY INTEREST

6.1. Limited Liability Company Interest. The Limited Liability Company Interest of Member shall be as set forth on Schedule A.

7. DISTRIBUTIONS.

7.1. Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the aggregate amounts determined by the Member and as permitted by applicable law.

2

8. ELECTIONS.

8.1. Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9. ADMISSION OF ADDITIONAL MEMBERS

9.1. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

10. DISSOLUTION AND LIQUIDATION

10.1. Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1. the written consent of the Member; or

10.1.2. the entry of a decree of judicial dissolution under the Act.

The Company shall not be dissolved for any other reason, including without limitation, the Member becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of Member’s membership interest in the Company.

10.2. Liquidation. Upon dissolution, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1. to creditors, including the Member if he is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

10.2.2. to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

10.2.3. to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

3

10.3. Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1. Fiscal Year. The fiscal year of the Company shall be the calendar year.

11.2. Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

11.3. Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

12. MISCELLANEOUS.

12.1. Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

12.3. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4. Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5. Amendment. This Agreement may be amended at any time upon the determination of the Member, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Company required under the documents evidencing and securing such indebtedness shall have been received by the Company.

12.6. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

12.7. Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member in accordance with its terms.

[SIGNATURE CONTAINED ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this Agreement as of the date first written above.

SOLE MEMBER:
APL MANSFIELD PIPELINE HOLDING, LLC
By: APL Barnett Pipeline Holding, LLC, its sole member
By: APL Barnett, LLC, its sole member
By: Atlas Pipeline Mid-Continent LLC, its sole member
By:	/s/ Eugene N. Dubay
	Eugene N. Dubay
	President and Chief Executive Officer

5

SCHEDULE A

LIST OF MEMBERS

Name of Member and Address	Percentage
APL Mansfield Pipeline Holding, LLC 110 W. 7th Street, Suite 2300 Tulsa, OK 74119		100	%

6

EX-3.52

Exhibit 3.52

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:30 PM 04/05/2011

FILED 05:30 PM 04/05/2011

SRV 110380858 – 4955449 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is Velma Gas Processing Company, LLC

Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington. Zip code 19801. The name of its Registered agent at such address is The Corporation Trust Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                                     .”)

Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 5th day of April, 2011.

By:	/s/ Gerald R. Shrader
	Authorized Person (s)

Name: Gerald R. Shrader

FILING FEE: $100.00

FILE IN DUPLICATE

PRINT CLEARLY

AMENDED OR CORRECTED

APPLICATION FOR REGISTRATION

OF A

FOREIGN LIMITED LIABILITY COMPANY

TO: OKLAHOMA SECRETARY OF STATE

2300 N Lincoln Blvd., Room 101, State Capitol Building

Oklahoma City, Oklahoma 73105-4897

(405) 522-4560

The undersigned, for the purpose of amending or correcting the registration of a foreign limited liability company pursuant to Title 18, Section 2046, does hereby execute the following application:

1. (A) The name of the limited liability company:

Velma Gas Processing Company LLC

(B) The name of the limited liability company has been changed to:

Velma Gas Processing Company, LLC

(NOTE: The name must contain either the words limited liability company or limited company or the abbreviations LLC, LC, L.L.C. or L.C. The word limited may be abbreviated as Ltd. and the word company may be abbreviated as Co.)

2. If different, the name under which it proposes to transact business in the state of Oklahoma:

3. The state or other jurisdiction of its formation: Delaware

4. The date of its formation: April 5, 2011

5. The name and street address of a registered agent for service of process, if any (The agent shall be an individual resident of Oklahoma, or a domestic or qualified foreign corporation, limited liability company or limited partnership):

The Corporation Company,	1833 South Morgan Road,	Oklahoma City,	OK	73128
Name	Street Address	City	State	Zip Code

(P.O. BOXES ARE NOT ACCEPTABLE)

OK047 - 3/16/00 C T System Online

6. The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited liability company:

Corporation Trust Center,	1209 Orange Street,	Wilmington,	DE	19801
Street Address		City	State	Zip Code

7. Set forth clearly any and all amendments or corrections to the articles of organization:

The Delaware Good Standing Certificate incorrectly omitted the comma in the name and did not agree with the Oklahoma application submitted for filing.

The amended application of registration must be signed by a manager, member, or other person.

Dated: April 19, 2011

/s/ Gerald R. Shrader

Signature

Gerald R. Shrader, Authorized Person

Type or Print Name

110 W. 7th Street, Suite 2300, Tulsa, Oklahoma 74119

Address

OK047 - 3/16/00 C T System Online (SOS FORM 0082-11/99)

EX-3.53

Exhibit 3.53

LIMITED LIABILITY COMPANY AGREEMENT

of

VELMA GAS PROCESSING COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT of Velma Gas Processing Company, LLC (the “Company”) dated as of April 5, 2011, is made by Atlas Pipeline Mid-Continent LLC, a Delaware limited liability company (the “Member”), to establish a limited liability company. The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of the Company and the conduct of its business, as follows:

1. FORMATION AND PURPOSE

1.1 Formation. In accordance with the Act, the Member hereby organizes a limited liability company for the purposes hereinafter expressed.

1.2 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

2. MANAGEMENT & MEETINGS

2.1 Management. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company.

2.2 Meetings. No meetings of the Members need be held. However, if there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by a Member, or a combination of Members.

2.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

3. RIGHTS AND DUTIES OF THE MEMBER

3.1. Powers of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Member under the laws of the State of Delaware. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

3.2. Indemnification. The Member shall, and any employee or agent of the Company or employee or agent of the Member in connection with services to the Company may, in the Member’s absolute discretion, be indemnified by the Company to the fullest extent permitted by the Act and as may be otherwise permitted by applicable law.

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4. TITLE TO COMPANY PROPERTY

4.1. Title in Company Name. All real and personal property shall be acquired in the name of the Company and title to any property so acquired shall vest in the Company itself rather than in the Member.

5. CAPITAL CONTRIBUTIONS

5.1. Capital Contributions. The Member may, but shall not be required, to make capital contributions to the Company.

5.2. Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution.

5.3. Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

6. LIMITED LIABILITY COMPANY INTEREST

6.1. Limited Liability Company Interest. The Limited Liability Company Interest of Member shall be as set forth on Schedule A.

7. DISTRIBUTIONS.

7.1. Distributions. Distributions shall be made to the Member (in cash or in kind) at the times and in the aggregate amounts determined by the Member and as permitted by applicable law.

8. ELECTIONS.

8.1. Elections. The Member may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

9. ADMISSION OF ADDITIONAL MEMBERS

9.1. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the direction of the Member only if a new operating agreement or an amendment and restatement of this Agreement is executed.

2

10. DISSOLUTION AND LIQUIDATION

10.1. Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following (“Liquidating Events”):

10.1.1. the written consent of the Member; or

10.1.2. the entry of a decree of judicial dissolution under the Act

The Company shall not be dissolved for any other reason, including without limitation, the Member becoming bankrupt or executing an assignment for the benefit of creditors and any such bankruptcy or assignment shall not effect a transfer of any portion of Member’s membership interest in the Company.

10.2. Liquidation. Upon dissolution, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

10.2.1. to creditors, including the Member if he is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

10.2.2. to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

10.2.3. to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

10.3. Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

11. ACCOUNTING AND FISCAL MATTERS

11.1. Fiscal Year. The fiscal year of the Company shall be the calendar year.

11.2. Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

3

11.3. Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

12. MISCELLANEOUS.

12.1. Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Section 10, its successors, heirs, personal representatives, and assigns.

12.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

12.3. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.4. Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

12.5. Amendment. This Agreement may be amended at any time upon the determination of the Member, provided that no amendment to this Agreement shall be valid and binding unless any consent of the holder of outstanding mortgage indebtedness of the Company required under the documents evidencing and securing such indebtedness shall have been received by the Company.

12.6. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

12.7. Binding Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member in accordance with its terms.

[SIGNATURE CONTAINED ON FOLLOWING PAGE]

4

IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this Agreement as of the date first written above.

SOLE MEMBER:
ATLAS PIPELINE MID-CONTINENT LLC
By:	/s/ Eugene N. Dubay
	Eugene N. Dubay
	President and Chief Executive Officer

5

SCHEDULE A

LIST OF MEMBERS

Name of Member and Address	Percentage
Atlas Pipeline Mid-Continent LLC 110 W. 7th Street, Suite 2300 Tulsa, OK 74119		100	%

6

EX-3.54

Exhibit 3.54

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:42 PM 05/20/2008

FILED 01:32 PM 05/20/2008

SRV 080574293 – 4549917 FILE

CERTIFICATE OF FORMATION

OF

SADDLEBACK PIPELINE, LLC

This Certificate of Formation of Saddleback Pipeline, LLC (the “LLC”) is duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.).

FIRST: The name of the limited liability company formed hereby is Saddleback Pipeline, LLC.

SECOND: The address of the registered office of the LLC in the State of Delaware is 110 S. Poplar Street, Suite 101, City of Wilmington, Delaware 19801. The name of its registered agent at such address is Andrew M. Lubin.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on the 20th day of May, 2008.

By:	/s/ Rosemary Morice
	Rosemary Morice, Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:27 PM 03/11/2011

FILED 04:00 PM 03/11/2011

SRV 110290134 – 4549917 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: Saddleback Pipeline, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

1. Name of Limited Liability Company is: Velma Intrastate Gas Transmission Company, LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 11^th day of March, A.D. 2011.

By:	/s/ Gerald R. Shrader
	Authorized Person(s)

Name:	Gerald R. Shrader, Secretary
	Print of Type

D1084 05 1x2007 C T System Online

EX-3.55

Exhibit 3.55

LIMITED LIABILITY COMPANY AGREEMENT

OF

SADDLEBACK PIPELINE, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT OF SADDLEBACK PIPELINE, LLC dated as of this 20^th day of June, 2008 (this “Agreement”), is made by Atlas Pipeline Mid-Continent, LLC, a Delaware limited liability company (the “Member”). The Member, intending to be legally bound, hereby sets forth the terms of its agreement as to the affairs of Saddleback Pipeline, LLC (the “Company”) and the conduct of the Company’s business, as follows:

ARTICLE 1

FORMATION, PURPOSE AND DEFINITIONS

1.1 Establishment of Limited Liability Company. The Member hereby confirms that the Company has been established as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as heretofore or hereafter amended (the “Act”).

1.2 Name. The name of the Company shall be Saddleback Pipeline, LLC. The Company’s business may be conducted under any other name or names, as determined by the Member.

1.3 Registered Office of the Company. The registered office of the Company shall be the location set forth in the Company’s Certificate of Formation filed with the Office of the Secretary of State of the State of Delaware. The Member may, from time to time, change such registered agent and registered office, by appropriate filings as required by law.

1.4 Purpose. The Company’s purpose shall be to engage in all lawful businesses for which limited liability companies may be organized under the Act. The Company shall have the authority to do all things necessary or advisable in order to accomplish such purposes.

1.5 Duration. Unless the Company shall be earlier terminated in accordance with Article 6, it shall continue in existence in perpetuity.

1.6 Other Activities of Member. The Member may engage in or possess an interest in other business ventures of any nature, whether or not similar to or competitive with the activities of the Company. The Company shall not have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Member or to the income or proceeds derived from such investments or activities. The Member shall incur no liability to the Company as a result of engaging in any other business or venture.

ARTICLE 2

CAPITAL CONTRIBUTIONS

2.1 Capital Contributions. The Member may, but shall not be required to, make capital contributions to the Company.

2.2 Limitation of Liability of Member. The Member shall not have any liability or obligation for any debts, liabilities or obligations of the Company, or of any agent or employee of the Company, beyond the Member’s capital contribution, except as may be expressly required by this Agreement or applicable law.

2.3 Loans. If the Member makes any loans to the Company, or advances money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital contribution of the Member. Interest shall accrue on any such loan at an annual rate agreed to by the Company and the Member (but not in excess of the maximum rate allowable under applicable usury laws).

ARTICLE 3

DISTRIBUTIONS

3.1 Distributions. The Company shall make distributions of cash or other assets to the Member in the manner that the Member deems appropriate and as permitted by law.

ARTICLE 4

MANAGEMENT OF THE COMPANY

4.1 Powers of the Member. The management of the business and affairs of the Company shall be vested in the Member who shall have the power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company and who shall have the power and authority to bind the Company. Notwithstanding the foregoing, the Member’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Company.

4.2 Meetings. If there is ever more than one member of the Company, meetings of the members (the “Members”) may be called by Member, or a combination of Members; however, no meetings of the Members need be held.

4.3 Action by Written Consent. Any action by the Member may be taken in the form of a written consent rather than at a Member’s meeting. The Company shall maintain a permanent record of all actions taken by the Member.

2

4.4 Officers.

(a) Designation and Appointment. The Member may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business, including employees, agents and other persons who may be designated as officers of the Company, with titles including but not limited to “chief executive officer,” “chairman,” “president,” “executive vice president,” “senior vice president,” “vice president,” “treasurer,” “secretary,” “chief financial officer” and “chief operating officer,” as and to the extent authorized by the Member. Any number of offices may be held by the same person. In its discretion, the Member may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware. Any officers so designated shall have such authority and perform such duties as the Member may, from time to time, delegate to them. The Member may assign titles to particular officers. Each officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided.

(b) Resignation/Removal. Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such at any time with or without cause by the Member. Designation of an officer shall not of itself create any contractual or employment rights.

(c) Duties of Officers Generally. The officers, in the performance of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

ARTICLE 5

TRANSFER OF MEMBERSHIP INTERESTS

5.1 Transfers. The Member may transfer all or any portion of its membership interest in the Company at any time or from time to time, to the extent and in the manner provided by applicable law.

ARTICLE 6

DISSOLUTION AND LIQUIDATION

6.1 Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidation upon the first to occur of any of the following:

(a) the written consent of the Member;

(b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

3

The Company shall not be dissolved for any other reason, including, without limitation, the Member’s becoming bankrupt or executing an assignment for the benefit of creditors.

6.2 Liquidation. Upon dissolution of the Company in accordance with Section 6.1, the Company shall be wound up and liquidated by the Member or by a liquidating manager selected by the Member. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

(a) to creditors, including the Member if it is a creditor, in the order of priority as established by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under the Act; and then

(b) to the setting up of any reserves in such amount and for such period as shall be necessary to make reasonable provisions for payment of all contingent, conditional or unmatured claims and obligations known to the Company and all claims and obligations known to the Company but for which the identity of the claimant is unknown; and then

(c) to the Member, which liquidating distribution may be made to the Member in cash or in kind, or partly in cash and partly in kind.

6.3 Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Department of State of the State of Delaware, as required by Section 18-203 of the Act. When such certificate is filed, the Company’s existence shall cease.

ARTICLE 7

ACCOUNTING AND FISCAL MATTERS

7.1 Fiscal Year. The fiscal year of the Company shall begin on January 1 and end on December 31 unless otherwise determined by the Member.

7.2 Method of Accounting. The Member shall select a method of accounting for the Company as deemed necessary or advisable and shall keep, or cause to be kept, full and accurate records of all transactions of the Company in accordance with sound accounting principles consistently applied.

7.3 Financial Books and Records. All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

4

ARTICLE 8

RIGHTS AND OBLIGATIONS OF

MEMBER; EXCULPATION AND INDEMNIFICATION

8.1 No Liability of Member. The Member shall not have any duty to the Company except as expressly set forth herein, in other written agreements or as otherwise required by applicable law.

8.2 Liability of Officers; Limits. No officer of the Company shall be liable to the Company or to the Member for any loss or damage sustained by the Company or to the Member, unless the loss or damage shall have been the result of:

(a) gross negligence, fraud or intentional misconduct, bad faith or knowing violation of law by the officer in question;

(b) a breach of the duty of loyalty of such officer to the Company or the Member;

(c) a transaction from which the officer derived an improper personal benefit;

(d) breach of such person’s duties pursuant to Section 4.4(c);

(the conduct described in each of the foregoing clauses (a) through (d), inclusive, being hereinafter referred to as “Improper Conduct”). In performing his or her duties, each such person shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid) of the following other persons or groups: one or more officers or employees of the Company; any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company or any other person who has been selected with reasonable care by or on behalf of the Company, in each case as to matters which such relying person reasonably believes to be within such other person’s competence.

8.3 Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company. The Member shall not be required to lend any funds to the Company.

8.4 Lack of Authority. The Member in its capacity as a Member shall not have any power to represent, act for, sign for or bind the Company or make any expenditures on behalf of the Company and the Member hereby consents to the exercise by the officers of the Company of the powers conferred on them by law and this Agreement.

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8.5 Right to Indemnification. Subject to the limitations and conditions as provided in this Article 8, each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, or a person of which he is the legal representative, is or was a Member or officer shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, reasonable attorneys’ fees) actually incurred by such person in connection with such Proceeding, appeal, inquiry or investigation, and indemnification under this Article 8 shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article 8 shall be deemed contract rights, and no amendment, modification or repeal of this Article 8 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article 8 could involve indemnification for negligence or under theories of strict liability. Notwithstanding the foregoing, no such indemnity shall extend to any officer to the extent that any Proceeding or such judgment, penalty, fine, settlement or expense results from Improper Conduct on the part of such officer.

8.6 Advance Payment. The right to indemnification conferred in this Article 8 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a person of the type entitled to be indemnified under Section 8.6 who was, is or is threatened to be, made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under Article 8 and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article 8 or otherwise.

8.7 Indemnification of Employees and Agents. The Company, upon the direction of the Member, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses under Sections 8.5 and 8.6. Notwithstanding the foregoing, no such indemnity shall extend to any employee or agent to the extent that any Proceeding or judgment, penalty, fine, settlement or expenses result from Improper Conduct on the part of such employee or agent.

8.8 Appearance as a Witness. Notwithstanding any other provision of this Article 8, the Company may pay or reimburse reasonable out-of-pocket expenses incurred by any Member, officer or agent in connection with his or her appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

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8.9 Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article 8 shall not be exclusive of any other right that a Member, officer or other person indemnified pursuant to this Article 8 may have or hereafter acquire under any law (common or statutory) or provision of this Agreement.

8.10 Insurance. The Company may purchase and maintain (if and to the extent feasible, as determined by the Member) insurance, at its expense, to protect itself and any Member, officer or agent of the Company who is or was serving at the request of the Company as a manager, representative, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Article 8.

8.11 Savings Clause. If this Article 8 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each person indemnified pursuant to this Article 8 as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any such Proceeding, appeal, inquiry or investigation to the full extent permitted by any applicable portion of this Article 8 that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE 9

MISCELLANEOUS

9.1 Binding Effect. Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Article 5, his successors and assigns.

9.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to conflict of laws principles.

9.3 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

9.4 Gender. As used in this Agreement, the masculine gender shall include the feminine and the neuter, and vice versa and the singular shall include the plural.

9.5 Headings. The Section headings used herein are for reference and convenience only and shall not be used for purposes of interpretation.

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IN WITNESS WHEREOF, the Member, intending to be legally bound, has signed this instrument on and as of the date first set forth above.

ATLAS PIPELINE MID-CONTINENT, LLC
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
	By:	Atlas Pipeline Partners GP, LLC, its general partner
		By:	/s/ Michael Staines
		Name:	Michael Staines
		Title:	President

{LLC Agreement of Saddleback Pipeline, LLC}

AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT

OF

SADDLEBACK PIPELINE, LLC

This Amendment No. 1 (the “Amendment”) to that certain Limited Liability Company Agreement, dated June 20, 2008 (the “Agreement”), of Saddleback Pipeline, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of March 11, 2011, by Atlas Pipeline Mid-Continent LLC, a Delaware limited liability company, the sole member of the Company (the “Sole Member”).

WHEREAS, the Sole Member has determined to change the name of the Company to “Velma Intrastate Gas Transmission Company, LLC”; and

WHEREAS, the Company has filed an amendment to the Certificate of Formation with the Secretary of State of Delaware to reflect the change in the name of the Company.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Amendment. The name of the Company is hereby changed to “Velma Intrastate Gas Transmission Company, LLC” and all references to the name “Saddleback Pipeline, LLC” in the Agreement are hereby replaced with the name “Velma Intrastate Gas Transmission Company, LLC”.

Except as hereby amended, the Agreement shall remain in full force and effect.

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

Atlas Pipeline Mid-Continent LLC
By:	/s/ Gerald R. Shrader
	Gerald R. Shrader Senior Vice President and General Counsel

EX-5.1

Exhibit 5.1

LEDGEWOOD, P.C.

1900 Market Street, Suite 750

Philadelphia, PA 19103

August 19, 2013

Atlas Pipeline Partners, L.P.

Atlas Pipeline Finance Corporation

Park Place Corporate Center One

1000 Commerce Drive, Suite 400

Pittsburgh, PA 15275

Ladies and Gentlemen:

We have acted as counsel for Atlas Pipeline Partners, L.P., a Delaware limited partnership (“APL”) and Atlas Pipeline Finance Corporation, a Delaware corporation (“Finance Corp.”), and certain of APL’s subsidiaries with respect to the preparation of the Registration Statement on Form S-4 (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of (i) the offer and exchange (the “Exchange Offer”) by APL and Finance Corp. of $500,000,000 aggregate principal amount of their 6 ⁵/₈% Senior Notes due 2020 (the “New Issue Notes”), for a new series of notes bearing substantially identical terms and in the like principal amount (the “Exchange Notes”) and (ii) the guarantees (the “Guarantees”) of certain subsidiaries of APL listed in the Registration Statement as guarantors (the “Guarantors”) of the New Issue notes and the Exchange Notes.

The New Issue Notes were issued, and the Exchange Notes will be issued, under an Indenture, dated September 28, 2012, among APL, Finance Corp., the Guarantors and U.S. Bank National Association, as Trustee (the “Indenture”). The Exchange Offer will be conducted on such terms and conditions as are set forth in the prospectus contained in the Registration Statement to which this opinion is an exhibit.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Indenture and (iii) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In connection with this opinion, we have assumed that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement.

Based on the foregoing, we are of the opinion that:

(a) When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture, (i) such Exchange Notes will be legally issued and will constitute valid and binding obligations of APL and Finance Corp., enforceable against them in accordance with their terms, and (ii) the Guarantees of the Subsidiary Guarantors remain the valid and binding obligations of such Guarantors, enforceable against each such Guarantor in accordance with their terms, except in each case as such enforcement is subject to any applicable bankruptcy, insolvency, reorganization or other law relating to or affecting creditors’ rights generally and general principles of equity.

(b) We hereby confirm that the discussion and the legal conclusions set forth in the Registration Statement under the heading “Certain United States Federal Income Tax Consequences” are accurate and

complete in all material respects and constitute our opinion, which is subject to the assumptions and qualifications set forth therein, as to the material tax consequences of the exchange of the New Issue notes for the Exchange Notes.

The opinions expressed herein are limited exclusively to the federal laws of the United States of America, the laws of the States of New York, Delaware, Oklahoma, Pennsylvania and Texas, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters” and “Certain United States Federal Income Tax Consequences.” By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ LEDGEWOOD

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF ATLAS PIPELINE PARTNERS, L.P.

Name	Jurisdiction
Atlas Pipeline Operating Partnership, L.P.	Delaware
APL Laurel Mountain, LLC	Delaware
APC Acquisition, LLC	Delaware
Atlas Pipeline Tennessee, LLC	Pennsylvania
Setting Sun Pipeline Corporation	Delaware
Atlas Pipeline Mid-Continent LLC	Delaware
Velma Intrastate Gas Transmission Company, LLC	Delaware
Slider WestOk Gathering, LLC	Delaware
Velma Gas Processing Company, LLC	Delaware
Atlas Pipeline NGL Holdings, LLC	Delaware
Atlas Pipeline NGL Holdings II, LLC	Delaware
Atlas Pipeline Finance Corp.	Delaware
NOARK Energy Services, LLC	Oklahoma
Atlas Pipeline Mid-Continent WestOk, LLC	Delaware
Atlas Pipeline Mid-Continent WestTex, LLC	Delaware
Atlas Chaney Dell, LLC	Delaware
Atlas Midkiff, LLC	Delaware
Atlas Pipeline Mid-Continent Holdings, LLC	Delaware
APL Gas Treating, LLC	Delaware
APL Arkoma Holdings, LLC	Delaware
APL Arkoma, Inc.	Delaware
APL Arkoma Midstream, LLC	Delaware
APL Barnett, LLC	Delaware
Pecos Pipeline, LLC	Delaware
Tesuque Pipeline, LLC	Delaware
APL SouthTex Midstream LLC	Delaware
APL SouthTex Pipeline Company LLC	Texas
APL SouthTex Processing Company LP	Texas
APL SouthTex Midstream Holding Company LP	Texas
APL SouthTex Gas Utility Company LP	Texas
APL SouthTex Transmission Company LP	Texas
Atlas SouthTex Midstream Company LP	Texas

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 28, 2013 with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report on Form 10-K for the year ended December 31, 2012 of Atlas Pipeline Partners, L.P. which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

August 19, 2013

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-190053 of Atlas Pipeline Partners, L.P. of our report dated April 26, 2012 (December 20, 2012 as to Notes 12 and 13) related to the consolidated financial statements of Cardinal Midstream, LLC and subsidiaries as of and for the year ended December 31, 2011, appearing in the Current Report on Form 8-K/A of Atlas Pipeline Partners, L.P. filed on February 28, 2013, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Dallas, Texas

August 19, 2013

EX-23.3

Exhibit 23.3

Consent of Independent Auditors

We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement (No. 333-190053) on Form S-4 of Atlas Pipeline Partners, L.P. of our report dated April 15, 2013 related to the consolidated financial statements of TEAK Midstream, LLC and subsidiaries as of and for the year ended December 31, 2012 appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to our firm under the caption “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Hein & Associates LLP

Dallas, Texas

August 19, 2013