The Team

Directors and Officers of Atlas Pipeline Holdings GP, LLC

The following table sets forth certain information with respect to the executive officers and members of the board of directors of our general partner, Atlas Pipeline Holdings GP, LLC. Executive officers and directors will serve until their successors are duly appointed or elected.

Name Position with general partner
· Edward E. Cohen Chairman of the Board and Chief Executive Officer
· Jonathan Z. Cohen Vice Chairman of the Board
· Robert R. Firth President, Chief Operating Officer and Director
· Matthew A. Jones Chief Financial Officer and Director
· Lisa Washington Chief Legal Officer and Secretary
· William G. Karis Director
· Harvey G. Magarick Director
· Jeffery C. Key Director

Edward E. Cohen has been the Chairman of the Board of Directors and Chief Executive Officer of our general partner since its formation in January 2006. Mr. Cohen also has been Chairman of the Board of Directors and Chief Executive Officer of Atlas America since its formation in 2000 and of Atlas since its formation in 1999. Mr. Cohen has been Chairman of the Board of Directors of Resource America, Inc. (NASDAQ: REXI), since 1990, and a director since 1988. Mr. Cohen served as Chief Executive Officer of Resource America from 1988 to 2004 and President of Resource America from 2000 to 2003. Mr. Cohen has served as Chairman of the Board of Resource Capital Corp. (a publicly-traded real estate investment trust) since 2005. He is Chairman of the Board of Directors of Brandywine Construction & Management, Inc., a property management company, and a director of TRM Corporation, a publicly traded consumer services company, Mr. Cohen is the father of Jonathan Z. Cohen.

Jonathan Z. Cohen has been the Vice Chairman of the Board of Directors of our general partner since January 2006. Mr. Cohen also has been the President of Resource America since 2003, Chief Executive Officer of Resource America since 2004 and a director since 2002. He was the Chief Operating Officer of Resource America from 2002 to 2004 and Executive Vice President of Resource America from 2001 until 2003. Mr. Cohen has been a director of Resource Capital Corp. since 2005. Before that, Mr. Cohen had been a Senior Vice President since 1999. Mr. Cohen has been Vice Chairman of Atlas America since its formation in 2000 and Vice Chairman of Atlas since its formation in 1999. Mr. Cohen has also served as Trustee and Secretary of RAIT Investment Trust, a publicly-traded real estate investment trust, since 1997, Vice Chairman of RAIT since 2003 and Chairman of the Board of Directors of The Richardson Company, a sales consulting company, since 1999. Mr. Cohen is a son of Edward E. Cohen.

Robert R. Firth has been a director of our general partner since February 2006, has been the President and Chief Operating Officer of our general partner since January 2006, and has been Chief Executive Officer of Spectrum (acquired by Atlas in July 2004 and now known as Atlas Pipeline Mid-Continent LLC) since June 2002. From September 2001 to June 2002, Mr. Firth was Vice President of Business Development for CMS Field Services. From July 2000 to September 2001, Mr. Firth helped form ScissorTail Energy through the acquisition of Octagon Resources, where he served as Vice President of Operations and Commercial Services. In addition to the positions listed above, Mr. Firth has held positions with Northern Natural Gas, Panda Resources and Transok.

Matthew A. Jones has been a director of our general partner since February 2006 and has been the Chief Financial Officer of our general partner since January 2006. Mr. Jones also has been Chief Financial Officer of Atlas and Atlas America since March 2005. From 1996 to 2005, Mr. Jones worked in the Investment Banking group at Friedman Billings Ramsey, concluding as Managing Director. Mr. Jones worked in Friedman Billings Ramsey's Energy Investment Banking Group from 1999 to 2005 and in Friedman Billings Ramsey's Specialty Finance and Real Estate Group from 1996 to 1999. Mr. Jones is a Chartered Financial Analyst.

Lisa Washington has been the Chief Legal Officer and Secretary of our general partner since January 2006. Ms. Washington is also the Vice President, Chief Legal Officer and Secretary of Atlas and Atlas America. From 1999 to 2005, Ms. Washington was an attorney in the business department of the law firm of Blank Rome LLP.

William G. Karis has been a member of the Board of Directors of our general partner since January 2006 and has been the principal of Karis and Associates, LLC, a consulting company that provides financial and consulting services to the coal industry, since 1997. Prior to that, Mr. Karis was President and CEO of CONSOL Inc. (now CONSOL Energy Company). Mr. Karis is a member of the Boards of Directors and is Chairman of the Audit and Finance Committees of Blue Danube Inc., PinnOak Resources, LLC (formerly US Steel Mining), and Greenbriar Minerals, LLC.

Harvey G. Magarick has been a member of the Board of Directors of our general partner since January 2006 and has maintained his own consulting practice since June 2004. From 1997 to,2004, Mr. Magarick was a partner at BDO Seidman. Mr. Magarick is a member of the Board of Trustees of the Hirtle Callaghan Trust, an investment fund, and has been the Chairman of its audit committee since 2004.

Jeffery C. Key has been Vice President, Strategy and Global Business Development for Tekelec, a supplier of telecommunications equipment since 2004. From 2002 to 2004, Mr. Key was the Managing Partner of his consulting firm, Key Technology Partners, LLC, which provided strategy development and planning services to communications and networking technology companies. From 2000 to 2002, Mr. Key was a Managing Director of Investment Banking at Bear, Stearns & Co, Inc.

Other Significant Employees

Sean P. McGrath has been the Chief Accounting Officer of our general partner since January 2006. Mr. McGrath also has been the Chief Accounting Officer of Atlas since May 2005. Mr. McGrath was the Chief Accounting Officer of Sunoco Logistics Partners L.P., a publicly-traded partnership that transports, terminals and stores refined products and crude oil from 2002 to 2005. From 1998 to 2002, Mr. McGrath was Assistant Controller of Asplundh Tree Expert Co., a utility services and vegetation management company. Mr. McGrath is a Certified Public Accountant.

Daniel C. Herz has been the Vice President of Corporate Development of our general partner since January 2006. Mr. Herz also has been an employee of Atlas and Atlas America since January 2004 and has served as Vice President of Corporate Development since December 2004. Mr. Herz was an Associate Investment Banker with Banc of America Securities from 2002 to 2003 and an Analyst from 1999 to 2002.