PURCHASE AGREEMENT

          1.      Representations and Warranties of the Issuers and the Guarantors . The Issuers and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that:

     (a)     The Preliminary Memorandum does not contain; the Time of Sale Memorandum at the Time of Sale and at the Closing Date does not and will not contain; and the Final Memorandum, and any amendment or supplement thereto does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum made in reliance upon and in conformity with information furnished in writing to the Issuers by the Initial Purchasers expressly for use therein, as specified in Section 11. The statistical and industry data included in each Memorandum are based on or derived from sources that the Issuers believe to be reliable and accurate.

     (b)     Each of the Partnership and the Operating Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended (the “ Delaware LP Act ”), with full partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business, in each case in all material respects as described in the Time of Sale Memorandum and in the Final Memorandum, and is duly registered or qualified to do business as a foreign limited partnership and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify would not have a Material Adverse Effect. “ Material Adverse Effect ” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, stockholders’ equity, earnings, condition (financial or otherwise), results of operations or prospects of the Partnership and its subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Partnership and each Guarantor to perform its obligations under the Notes or the Transaction Documents.

     (c)     The Finance Co has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware.

     (d)     The General Partner has been duly formed and is validly existing in good standing as a limited liability company under the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”), with full limited liability company power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business and to act as general partner of the Partnership and the Operating Partnership, and is duly registered or qualified to do business as a foreign limited liability company and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify would not have a Material Adverse Effect.

     (e)     The General Partner is the sole general partner of the Partnership with a 1.0101% general partner interest in the Partnership; such general partner interest has been duly and validly authorized and issued in accordance with the agreement of limited partnership of the Partnership (the “ Partnership Agreement ”); and the General Partner owns such general partner interest free and clear of all liens, encumbrances, security interests, equities, charges or claims other than those created by or arising under the Delaware LP Act, the Partnership Agreement or the Credit Agreement among Atlas America, Inc., Wachovia Bank, National Association, et al. dated March 12, 2005 (as amended the “AAI Credit Facility”).

     (f)     Each of the Subsidiaries has been duly organized and validly existing and in good standing as a limited liability company under the laws of the jurisdiction of its organization, with full power and authority to own or lease, as the case may be, and to operate its respective properties and to conduct its business and is duly registered or qualified to do business as a foreign limited liability company and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify would not have a Material Adverse Effect.

     (g)     The General Partner is the sole general partner of the Operating Partnership, and has a 1.0101% partnership interest in the Operating Partnership; such interest has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Operating Partnership (the “ Operating Partnership Agreement ”); and the General Partner owns such general partner interest free and clear of all liens, encumbrances, security interests, equities, charges or claims, other than liens, encumbrances and security interests arising under the AAI Credit Facility.

     (h)     The Partnership is the sole limited partner of the Operating Partnership with a 98.9899% partnership interest in the Operating Partnership; such interest has been duly authorized and validly issued in accordance with the Operating Partnership Agreement and is fully paid (to the extent required under the Operating Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section 17-607 of the Delaware LP Act); and the Partnership owns such limited partner interest free and clear of all liens, encumbrances, security interests, equities, charges or claims other than those arising under the New Credit Facility (as defined below).

     (i)     The Operating Partnership owns 100% of the member interests in APMC; such member interests have been duly authorized and validly issued in accordance with the limited liability company agreement of APMC (the “ APMC Agreement ”) and are fully paid (to the extent required under the APMC Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Partnership owns such member interests free and clear of any liens, encumbrances, security interests, equities, charges or claims, other than those arising under the Revolving Credit and Term Loan Agreement among the Partnership, Wachovia Bank, National Association, et al. dated April 14, 2005 (as subsequently amended, the “ New Credit Facility ”).

     (j)     APMC owns 100% of the member interests in ELK City GP; such member interests have been duly authorized and validly issued in accordance with the limited liability company agreement of ELK City GP (the “ ELK City GP Agreement ”) and are fully paid (to the extent required under the ELK City GP Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and APMC owns such member interests free and clear of any liens, encumbrances, security interests, equities, charges or claims, other than those arising under the New Credit Facility.

     (k)     APMC owns 100% of the member interests in Atlas Arkansas; such member interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Atlas Arkansas (the “ Atlas Arkansas Agreement ”) and are fully paid (to the extent required under the Atlas Arkansas Agreement) and nonassessable (except as such nonassessability may be affected by statutes of Arkansas specifically governing limited liability companies); and APMC owns such member interests free and clear of any liens, encumbrances, security interests, equities, charges or claims, other than those arising under the New Credit Facility.

     (l)     Atlas Arkansas owns a 74% general partner interest and a 1% limited partner interest in NOARK such interest has been duly authorized and validly issued in accordance with the Amended and Restated Agreement of Limited Partnership of NOARK Pipeline System, Limited Partnership, dated as of January 12, 1998, as amended (the “ NOARK Partnership Agreement ”) and such interests are fully paid (to the extent required under the NOARK Partnership Agreement) and nonassessable (except as such nonassessability may be affected by statutes of Arkansas specifically governing limited liability companies); and Atlas Arkansas owns such limited partner interest and such general partner interest free and clear of all liens, encumbrances, security interests, equities, charges or claims other than those arising under the New Credit Facility.

     (m)     The Operating Partnership owns 100% of the member interests of each of Ohio LLC, Pennsylvania LLC, New York LLC and APMC; all such member interests have been duly authorized, and validly issued in accordance with their respective limited liability company agreements and are fully paid (to the extent required by such limited liability company agreements) and nonassessable (except as such nonassessability may be affected by Section 8931 of the Pennsylvania Limited Liability Company Law of 1994, as amended (the “ Pennsylvania LLC Law ”)) or Section 18-607 of the Delaware LLC Act; and the Operating Partnership owns all of such member interests free and clear of any liens, encumbrances, security interests, equities, charges or claims, other than those arising under the New Credit Facility.

     (n)     Each Issuer and each Guarantor has full power (corporate and other) to own or lease its properties and conduct its business as described in each Memorandum; and the Issuers have full power (corporate and other) to enter into the Transaction Documents and to carry out all the terms and provisions hereof and thereof to be carried out by them.

     (o)     The authorized, issued and outstanding equity interests or shares of capital stock, as the case may be, of each Issuer are as set forth in the Time of Sale Memorandum and the Final Memorandum. All of the issued equity interests of the Partnership and all of the issued shares of capital stock of the Finance Co have been duly authorized and validly issued and are fully paid and nonassessable; and none of the outstanding equity interests of the Partnership and none of the outstanding shares of capital stock of the Finance Co were issued in violation of the preemptive or other similar rights of any security holder of the Partnership or the Finance Co, respectively.

     (p)     No Subsidiary is prohibited, directly or indirectly, from paying any dividends to the Partnership, from making any other distribution on such subsidiary’s capital stock or equity interests, as the case may be, from repaying to the Partnership any loans or advances to such subsidiary from the Partnership or from transferring any of such subsidiary’s property or assets to the Partnership or any other subsidiary of the Partnership, except as provided by applicable laws or regulations, by the Indenture, the New Credit Facility or as disclosed in the Time of Sale Memorandum and in the Final Memorandum.

     (q)     Except for rights to acquire securities under the Partnership’s LTIP, the underwriters’ over-allotment option in connection with the Partnership’s November 2005 equity offering or as otherwise disclosed in the Time of Sale Memorandum and in the Final Memorandum, there are no outstanding (i) securities or obligations of the Partnership convertible into or exchangeable for any equity interests of the Partnership, (ii) warrants, rights or options to subscribe for or purchase from the Partnership any such equity interests or any such convertible or exchangeable securities or obligations or (iii) obligations of the Partnership to issue any such equity interests, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

     (r)     Grant Thornton LLP, who has certified the financial statements included in the Time of Sale Memorandum and in the Final Memorandum and delivered its report with respect to the audited financial statements of the Partnership and its consolidated subsidiaries, and the audited financial statements of Elk City in the Time of Sale Memorandum and in the Final Memorandum, is an independent public accountant with respect to the Partnership, and during the periods covered by the financial statements on which they reported was an independent public accountant with respect to Elk City, within the meaning of the Securities Act and the applicable rules and regulations thereunder.

     (s)     Ernst & Young LLP, who has certified the financial statements relating to Enogex Arkansas Pipeline Corporation included in the Time of Sale Memorandum and in the Final Memorandum and delivered its report with respect to the audited financial statements of Enogex Arkansas Pipeline Corporation and its consolidated subsidiaries included or incorporated by referencein the Time of Sale Memorandum and in the Final Memorandum, was during the periods covered by the financial statements on which they reported an independent public accountant with respect to Enogex Arkansas Pipeline Corporation within the meaning of the Securities Act and the applicable rules and regulations thereunder.

     (t)     The financial statements (including the notes thereto) of the Partnership and its consolidated subsidiaries in the Time of Sale Memorandum and in the Final Memorandum fairly present the financial position, results of operations, cash flows and changes in equity interests of the Partnership and its consolidated subsidiaries as of the dates and for the periods specified therein; since the date of the latest of such financial statements, there has been no change nor any development which has had or could reasonably be expected to have a Material Adverse Effect; such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise expressly disclosed in the notes thereto) and comply as to form with the applicable accounting requirements of Regulation S-X under the Securities Act; the information set forth under the captions “Offering Memorandum Summary – Summary Historical and Pro Forma Financial and Operating Data”, “Capitalization”, “Selected Historical Financial and Operating Data”, “Unaudited Pro Forma Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Time of Sale Memorandum and in the Final Memorandum has been fairly extracted from the financial statements of the Partnership and its consolidated subsidiaries, fairly presents the information included therein and has been compiled on a basis consistent with that of the audited financial statements included in the Time of Sale Memorandum and in the Final Memorandum; and the ratios of earnings to fixed charges set forth in the Time of Sale Memorandum and in the Final Memorandum under the caption “Selected Historical Financial and Operating Data” have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. The assumptions underlying the pro forma financial information included in the Time of Sale Memorandum and in the Final Memorandum include all assumptions required to give effect to the Transactions and events described in the notes thereto, are reasonable and are set forth in the Time of Sale Memorandum and in the Final Memorandum and the pro forma adjustments give proper effect to those assumptions and reflect the proper application of those adjustments to the applicable historical financial statements included in the Time of Sale Memorandum and in the Final Memorandum.

     (u)     The financial statements (including the notes thereto) of Elk City in the Time of Sale Memorandum and in the Final Memorandum fairly present the financial position, results of operations, cash flows and changes in stockholders’ equity of Elk City as of the dates and for the periods specified therein; such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise expressly disclosed in the notes thereto) and comply as to form with the applicable accounting requirements of Regulation S-X under the Securities Act.

     (v)     The financial statements (including the notes thereto) of Atlas Arkansas in the Time of Sale Memorandum and in the Final Memorandum fairly present the financial position, results of operations, cash flows and changes in stockholders’ equity of Atlas Arkansas as of the dates and for the periods specified therein; such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise expressly disclosed in the notes thereto) and comply as to form with the applicable accounting requirements of Regulation S-X under the Securities Act.

     (w)     Subsequent to the respective dates as of which information is given in the Time of Sale Memorandum and in the Final Memorandum, (i) none of the Partnership and its subsidiaries have incurred any material liability or obligation, direct or contingent, or entered into any material transaction in each case not in the ordinary course of business; (ii) the Partnership has not purchased any of its outstanding equity interests, except for regular quarterly distributions to its unitholders and general partner in amounts per unit that are consistent with past practice, has not declared, paid or otherwise made any dividend or distribution of any kind; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Partnership and its subsidiaries, except as disclosed in the Time of Sale Memorandum and in the Final Memorandum.

     (x)     The Partnership and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (y)     This Agreement has been duly authorized, executed and delivered by each Issuer and each Guarantor.

     (z)     The Indenture and the Registration Rights Agreement have been duly authorized by each Issuer and each Guarantor and, on the Closing Date, will have been duly executed and delivered by each Issuer and each Guarantor, and will constitute the legal, valid and binding obligations of each Issuer and each Guarantor, enforceable against each Issuer and each Guarantor in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity; and the Indenture and the Registration Rights Agreement will conform to the description thereof in the Time of Sale Memorandum and in the Final Memorandum and will be substantially in the form previously delivered to you.

     (aa)     The Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms.

     (bb)     The Operating Partnership Agreement has been duly authorized, executed and delivered by the General Partner and the Partnership, and is a valid and legally binding agreement of the General Partner and the Partnership, enforceable against the General Partner and the Partnership in accordance with its terms.

     (cc)     The Atlas Arkansas Agreement is a valid and legally binding agreement of APMC, enforceable against APMC in accordance with its terms.

     (dd)     Each of the limited liability company agreements of Ohio LLC, Pennsylvania LLC, New York LLC and APMC has been duly authorized, executed and delivered by the Operating Partnership and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms.

     (ee)     The ELK City GP Agreement has been duly authorized, executed and delivered by APMC, and is a valid and legally binding agreement of APMC, enforceable against APMC in accordance with its terms.

     (ff)     The Indenture conforms to the requirements of the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), and to the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.

Provided that, with respect to each agreement described in clauses (x) through
(bb) above, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     (gg)     The Notes have been duly authorized and, on the Closing Date, when executed and authenticated in the manner provided for in the Indenture and delivered to and paid for by the Initial Purchasers as provided in this Agreement, will constitute the legal, valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity, and will be entitled to the benefits of the Indenture and the Registration Rights Agreement; the Guarantees have been duly authorized and, on the Closing Date, upon the due issuance and delivery of the related Notes and the due endorsement of the Guarantees thereon, will have been duly executed, endorsed and delivered and will constitute valid and legally binding obligations of each of the Guarantors, and will be entitled to the benefits of the Indenture; the Exchange Notes (as defined in the Registration Rights Agreement) have been duly authorized and, when executed and authenticated in the manner provided for in the Registration Rights Agreement and the Indenture, will constitute the legal, valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity, and will be entitled to the benefits of the Indenture and the Registration Rights Agreement; and the Notes and the Exchange Notes will conform to the descriptions thereof in the Time of Sale Memorandum and in the Final Memorandum.

     (hh)     The execution, delivery and performance by each Issuer and each Guarantor of this Agreement and the other Transaction Documents, the issuance and sale of the Notes and the compliance by each Issuer and each Guarantor with all of the provisions of the Notes, the Indenture, the Registration Rights Agreement and this Agreement and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with, result in a breach or violation of, or constitute a default under, any indenture, mortgage, deed of trust or loan agreement, stockholders’ agreement or any other agreement or instrument to which the Issuers or any of their subsidiaries or any other Guarantor is a party or by which the Issuers or any of their subsidiaries or any other Guarantor is bound or any of their respective properties are subject, or with the operating agreement, certificate of incorporation or by-laws of the Issuers or any other Guarantor, or any statute, rule or regulation or any judgment, order or decree of any governmental authority or court or any arbitrator applicable to the Issuers or any other Guarantor, or (ii) require the consent, approval, authorization, order, registration or filing or qualification with, any governmental authority or court, or body or arbitrator having jurisdiction over the Issuers or any other Guarantor, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer or sale of the Notes and by Federal and state securities laws with respect to the obligations of the Issuers and the Guarantors under the Registration Rights Agreement.

     (ii)     No legal or governmental proceedings or investigations are pending or threatened to which the Issuers or any other Guarantor is a party or to which any of the properties of the Issuers or any of their subsidiaries or any other Guarantor is subject, other than proceedings accurately described in the Preliminary Memorandum, the Time of Sale Memorandum and the Final Memorandum and such proceedings or investigations that would not, singly or in the aggregate, result in a Material Adverse Effect.

     (jj)     There are no relationships, direct or indirect, between or among the Issuers or any of their subsidiaries or any other Guarantor, on the one hand, and the respective directors, officers, stockholders, equity interest holders, customers or suppliers of the Issuers or any of their subsidiaries or any other Guarantor, on the other hand, that would be required by the Securities Act to be disclosed in a prospectus were the Notes being issued and sold in a public offering registered on Form S-1 under the Securities Act that are not so disclosed in the Time of Sale Memorandum and in the Final Memorandum; and there are no contracts or other documents that would be required by the Securities Act to be disclosed in a prospectus were the Notes being issued and sold in a public offering registered on Form S-1 under the Securities Act that are not so disclosed in the Time of Sale Memorandum and in the Final Memorandum.

     (kk)     Each of the Issuers and each Guarantor is not now nor after giving effect to the issuance of the Notes and the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby or described in the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, will be (i) insolvent, (ii) left with unreasonably small capital with which to engage in its anticipated business or (iii) incurring debts or other obligations beyond its ability to pay such debts or obligations as they become due.

     (ll)     The Issuers and their Affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act (“ Regulation D ”)) have not distributed and, prior to the later of (i) the Closing Date and (ii) the completion of the distribution of the Notes, will not distribute any offering material in connection with the offering and sale of the Notes other than the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum or any amendment or supplement thereto.

     (mm)     The Issuers and their subsidiaries have not sustained, since the date of the latest audited financial statements included in the Time of Sale Memorandum or in the Final Memorandum (exclusive of any amendment or supplement thereto), any loss or interference with its business or properties from fire, explosion, flood, accident or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree (whether domestic or foreign) otherwise than as set forth in the Time of Sale Memorandum and in the Final Memorandum (exclusive of any amendment or supplement thereto); and, since such date, there has not occurred any change or development having a Material Adverse Effect.

     (nn)     The statements set forth in the Time of Sale Memorandum and in the Final Memorandum under the caption “Description of Notes”, insofar as they purport to constitute a summary of the terms of the Notes, and under the captions “Management”, “Executive Compensation”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Business”, “Conflicts of Interest”, “Description of Other Indebtedness”, “Material United States Federal Income Tax Consequences”, “Exchange Offer; Registration Rights” and “Notice to Investors”, insofar as they purport to summarize the provisions of the laws and documents referred to therein, fairly and accurately summarize the subject matter thereof.

     (oo)     The Issuers and their subsidiaries and each other Guarantor have good and marketable title in fee simple to all items of real property and good and marketable title to all personal property owned by each of them except for (i) taxes not yet payable, (ii) as described in the Memorandum and (iii) such liens, charges, encumbrances and restrictions as do not detract from the value thereof and do not materially interfere with the use thereof taken as a whole as such properties and assets have been used in the past and are proposed to be used in the future, free and clear of any pledge, lien, encumbrance, security interest or other defect or claim of any third party. Any property leased by the Issuers and their subsidiaries and each other Guarantor is held under valid, subsisting and enforceable leases, and there is no default under any such lease or any other event that with notice or lapse of time or both would constitute a default thereunder with such exceptions (i) as are not material and do not interfere with the use made and proposed to be made of such assets as they have been used as described in the Memorandum or (ii) that would not have a Material Adverse Effect.

     (pp)     Each of the Partnership Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “ rights-of-way ”) as are necessary to conduct its business in the manner described, and subject to the limitations contained, in the Time of Sale Memorandum and in the Final Memorandum, with such exceptions (i) as are not material and do not interfere with the use made and proposed to be made of such assets as they have been used as described in the Memorandum or (ii) that would not have a Material Adverse Effect.

     (qq)     No “prohibited transaction” (as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ ERISA ”), or Section 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “ Code ”)) or “accumulated funding deficiency” (as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(c) of ERISA (other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA has been waived) has occurred, exists or is reasonably expected to occur with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) which the Issuers or any of their subsidiaries or any other Guarantor maintains, contributes to or has any obligation to contribute to, or with respect to which the Issuers or any of their subsidiaries or any other Guarantor has any liability, direct or indirect, contingent or otherwise (a “ Plan ”); each Plan is in compliance in all material respects with applicable law, including ERISA and the Code; none of the Issuers or any of their subsidiaries or any other Guarantor has incurred or expects to incur liability under Title IV of ERISA with respect to the termination of, or withdrawal from, any Plan; and each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or failure to act, which could reasonably be expected to cause the loss of such qualification.

     (rr)     Except as disclosed in each Memorandum, no labor dispute with the employees of the Issuers or any of their subsidiaries or any other Guarantor exists, is imminent or is threatened, and the senior officers of the Issuers and their subsidiaries and each other Guarantor are not aware of any existing, imminent or threatened labor disturbance by the employees of any of their respective principal suppliers, manufacturers, customers or contractors, which, in either case, could reasonably be expected to result in a Material Adverse Effect.

     (ss)     No proceedings for the merger, consolidation, liquidation or dissolution of the Issuers or any Guarantor or the sale of all or a material part of the assets of the Issuers and their subsidiaries or any Guarantor or any material acquisition by the Issuers or any Guarantor are pending that would be required by the Securities Act to be disclosed in a prospectus included in a Registration Statement on Form S-1 under the Securities Act.

     (tt)     The Issuers and each of their subsidiaries and each other Guarantorowns or otherwise possesses adequate rights to use all material patents, trademarks, service marks, trade names and copyrights, all applications and registrations for each of the foregoing, and all other material proprietary rights and confidential information necessary to conduct their respective businesses as currently conducted; none of the Issuers or any of their subsidiaries or any other Guarantor have received any notice, or is otherwise aware, of any infringement of or conflict with the rights of any third party with respect to any of the foregoing.

     (uu)     Except as disclosed in the Final Memorandum, none of the Partnership Entities is subject to rate or terms of service regulation under federal or state law.

     (vv)     The Issuers and each of their subsidiaries and each other Guarantor is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts and with such deductibles as are customary in the business in which it is engaged; and none of the Issuers or any of their subsidiaries or any other Guarantorhas any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their respective businesses at a cost that would not have a Material Adverse Effect.

     (ww)     The Issuers and each of their subsidiaries and each other Guarantor has complied with all laws, ordinances, regulations and orders applicable to the Issuers and their subsidiaries and each other Guarantor, and their respective businesses, and none of the Issuers or any of their subsidiaries or any other Guarantor has received any notice to the contrary; and each of the Issuers and their subsidiaries and each other Guarantor possesses all certificates, authorizations, permits, licenses, approvals, orders and franchises (collectively, “ Licenses ”) necessary to conduct their respective businesses in the manner and to the full extent now operated or proposed to be operated as described in the Time of Sale Memorandum and in the Final Memorandum, in each case issued by the appropriate federal, state, local or foreign governmental or regulatory authorities (collectively, the “ Agencies ”), except where the failure to so comply or to possess such Licenses could not have a Material Adverse Effect. The Licenses are in full force and effect and no proceeding has been instituted or, to the Issuers’ knowledge, is threatened or contemplated which in any manner affects or calls into question the validity or effectiveness thereof. The Licenses contain no restrictions, except for restrictions applicable to the natural gas gathering and processing industry generally, that are materially burdensome to the Issuers.

     (xx)     There is and has been no failure on the part of either Issuer or any of either Issuer’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “ Sarbanes Oxley Act ”) to the extent applicable, including Section 402 related to loans and Sections 302 and 906 related to certifications.

     (yy)     

     (i)     The Issuers and each of their subsidiaries and each other Guarantor is and has been in compliance with all applicable Environmental Laws (as defined below);

     (ii)     The Partnership and each of its subsidiaries and each other Guarantor has obtained and is in compliance with the conditions of all permits, authorizations, licenses, approvals and variances necessary under any Environmental Law for the continued conduct in the manner now conducted of their respective businesses (“ Environmental Permits ”);

     (iii)     There are no past or present conditions or circumstances, including but not limited to pending changes in any Environmental Law or Environmental Permits, that are likely to interfere with the conduct of the business of the Partnership and its subsidiaries and each other Guarantor in the manner now conducted or which would interfere with compliance with any Environmental Law or Environmental Permits; and

     (iv)     There are no past or present conditions, occurrences, or circumstances at, or arising out of, their businesses, assets and properties of the Partnership and each of its subsidiaries and each other Guarantor or any business, assets or properties formerly leased, operated or owned by the Partnership or any of its subsidiaries or any other Guarantor, including but not limited to on-site or off-site disposal or release of any Hazardous Material (as defined below), which could reasonably be expected to give rise to: (i) liabilities or obligations under any Environmental Law; (ii) claims arising under any Environmental Law, including, without limitation, claims for personal injury, property damage, or damage to natural resources; (iii) violations of, or failure to comply by the Partnership or its subsidiaries or any other Guarantor with, any Environmental Law; or (iv) fines or penalties arising under any Environmental Law;

     (v)     There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of either Issuer or any of the Subsidiaries, threatened against either Issuer or any of the Subsidiaries under any Environmental Law;

     (vi)     No lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated or leased by either Issuer or any of the Subsidiaries;

     (vii)     None of the Issuers or the Subsidiaries has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“ CERCLA ”), or any comparable state law; 

     (viii)     Neither the Issuers nor any of the Subsidiaries is subject to or party to any order, judgment, decree, contract or agreement which obligates it to conduct or finance any such action nor has any of them assumed by contract or agreement any obligation or liability under Environmental Law;

For purposes of this Agreement, “ Environmental Law ” means the common law and all applicable federal, state and local laws or regulations, codes, ordinances, orders, decrees, judgments or injunctions issued, promulgated, approved or entered thereunder, relating to pollution or protection of public or employee health and safety, the environment or natural resource damages including, without limitation, those relating to (i) emissions, discharges, releases or threatened releases of Hazardous Material in or into the environment (including, without limitation, ambient air, surface water, groundwater, drinking water, land surface or subsurface strata, and natural resources such as wetlands, flora and fauna) or exposure thereto, (ii) the manufacture, processing, distribution, use, generation, treatment storage, disposal, transport, handling or recycling of Hazardous Material, (iii) underground or aboveground storage tanks and related piping, and emissions, discharges, releases or threatened releases therefrom. “ Hazardous Material ” means any substance, material, pollutant, contaminant, chemical, constituent or waste, including without limitation, petroleum, including crude oil or any fraction thereof, and petroleum products, natural gas and natural gas liquids, subject to regulation under or which could give rise to liability under Environmental Law.

     (zz)     Neither the Issuers nor any Guarantor is in violation of its certificate of incorporation, operating agreement or bylaws, and no default or breach exists, and no event has occurred that, with notice or lapse of time or both, would constitute a default in the due performance and observation of any term, covenant or condition of any indenture, mortgage, deed of trust, lease, loan agreement, stockholders’ agreement or any other agreement or instrument to which the Issuers or any of their subsidiaries or any other Guarantor is a party or by which the Issuers or any of their subsidiaries or any other Guarantor is bound or to which any of their respective properties are subject.

     (aaa)     The Issuers and each of their subsidiaries and each other Guarantor has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and for which the Issuers and their subsidiaries and each other Guarantor retains adequate reserves.

     (bbb)     Except as disclosed in the Final Memorandum, there are no contracts, agreements or understandings between the Issuers or any of their subsidiaries or any other Guarantor and any