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.

Edward E. Cohen has been the Chairman of the Board of Directors of our general partner since its formation in January 2006. Mr. Cohen was the Chief Executive Officer since its formation in January 2006 thru February 2009. 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.

Eugene N. Dubay has been our President and Chief Executive Officer since February 2009. Mr. Dubay has served as a member of the managing board of our general partner since October 2008, where he served as an independent member until his appointment as President and Chief Executive Officer. Mr. Dubay has been the President and Chief Executive Officer of Atlas Pipeline Mid-Continent, LLC since January 2009. Mr. Dubay was the Chief Operating Officer of Continental Energy Systems LLC (a successor to SEMCO Energy) since 2003. Mr. Dubay has also held positions with ONEOK, Inc. and Southern Union Company and has over 20 years experience in midstream assets and utilities operations, strategic acquisitions, regulatory affairs and finance. Mr. Dubay is a certified public accountant and a graduate of the U.S. Naval Academy.

Eric T. Kalamaras has been our Chief Financial Officer since September 2009. Prior, Mr. Kalamaras was a Director of Energy Leveraged Finance & High Yield for Wells Fargo Securities, LLC (formerly Wachovia Securities, LLC), where he focused on equity and debt funding in public and private master limited partnerships. During his tenure at Wells Fargo, Mr. Kalamaras spent considerable effort on capital structure analysis and cash flow optimization strategies for midstream natural gas enterprises. Mr. Kalamaras received a BBA in finance and economics from Central Michigan University. He also holds an M.B.A from Wake Forest University and is a member of the CFA Institute.

Robert W. Karlovich, III has been the Chief Accounting Officer of our general partner since November 2009. Mr. Karlovich has been the Chief Accounting Officer of Atlas Pipeline GP since November 2009. Before that, he was the Controller of Atlas Pipeline Mid-Continent, LLC, our wholly owned subsidiary, since September 2006. Mr. Karlovich was the Controller for Syntroleum Corporation, a publicly-traded energy company, from April 2005 until September 2006, and Accounting Manager from February 2004. Mr. Karlovich also worked as a public accountant with Arthur Andersen LLP and Grant Thornton LLP where he served numerous public clients and energy companies. Mr. Karlovich is a certified public accountant.

Gerald R. Shrader has been our Chief Legal Officer and Secretary of our general partner since October 2009. Mr. Shrader has been the Chief Legal Officer and Secretary of Atlas Pipeline GP since October 2009 and has also been the General Counsel and a Senior Vice President of Atlas Pipeline Mid-Continent, LLC since August 2007. From January 2006 through July 2007, Mr. Shrader was the Assistant General Counsel of CMS Enterprises Company, a subsidiary of CMS Energy Corporation, a publicly-traded energy company. From November 2005 through January 2006, he was the General Counsel of Atlas Pipeline Mid-Continent, LLC. From July 2003 through November 2005, Mr. Shrader was self-employed, primarily providing consulting services to CMS Enterprises Company.

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.

William R. Bagnell has been Vice President of Energy for Planalytics, Inc., an energy industry risk management and software company, since March 2000. Before that, he served as Director of Business Development for Buckeye Pipeline Partners, L.P. (a refined petroleum products transportation company) from October 1992 until February 2000. Mr. Bagnell served as a director of Atlas Energy from February 2004 until July 2009. Mr. Bagnell's experience includes matters related to weather-modeling and risk assessment. Among the reasons for his appointment as a director, Mr. Bagnell has valuable management and business development experience, in particular with respect to limited partnerships like APL, based on his experience with Buckeye Pipeline Partners.

Matthew A. Jones has been the Chief Financial Officer of Atlas Energy since March 2005. Mr. Jones has been the Chief Financial Officer of Atlas Energy Resources and Atlas Energy Management since their formation. Mr. Jones served as the Chief Financial Officer of our general partner from January 2006 to September 2009 and as the Chief Financial Officer of Atlas Pipeline GP from March 2005 to September 2009. 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. Based on his experience with Friedman Billings Ramsey, Mr. Jones has extensive experience in the capital markets relating to the energy industry. This experience is critical to a strategic evaluation of our financing options and capital needs and served as a basis, among other reasons, for his appointment as a director. Since joining the Partnership, Mr. Jones' experience has been fundamental to negotiating ours and APL's credit facilities, as well as their equity and debt offerings.

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.

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.