Common use of Guaranteed Clause in Contracts

Guaranteed. No transfer of the Subordinated Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural Resources, L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________ Nationality (check one): [X] U.S. Citizen, Resident or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Fourth Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesFerrellgas Partners, L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives grants the powers of attorney provided for in the Partnership Agreement, Agreement and (ed) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________ Nationality (check one): [X] U.S. Citizen, Resident or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural Resources, L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:__: ______________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________ Nationality (check one): [X] U.S. Citizen, Resident or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).

Guaranteed. No transfer of the Subordinated Class B Units evidenced hereby will be registered on the books of the Partnership, Company unless the Certificate evidencing the Subordinated Class B Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Units has been executed by a transferee either transfer. (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural Resources, L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specifySignature) __________________________________________________________________________________________ Nationality (check one): [X] U.S. CitizenSignature) In accordance with the Fifth Amended and Restated Operating Agreement (as amended, Resident supplemented or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checkedrestated from time to time, the following certification must be completed. Under Section 1445(e“ Operating Agreement ”) of the Internal Revenue Code of 1986Oaktree Capital Group, as amended LLC, a Delaware limited liability company (the "Code"“ Company ”), the Partnership must withhold tax Company hereby certifies that [ ] (the “ Holder ”) is the registered owner of [ ] units of the Company’s 6.625% Series A Preferred Units, with respect a Series A Liquidation Preference of $25.00 per unit (the “ Series A Preferred Units ”). The Series A Preferred Units are transferable on the books of the Transfer Agent, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The Series A Preferred Units are fully paid and the Holder of such Series A Preferred Units will have no obligation to certain transfers make payments or contributions to the Company solely by reason of property if its ownership of such Series A Preferred Units. The designations, rights, privileges, preferences and limitations of the Series A Preferred Units are set forth in, and this Certificate and the Series A Preferred Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Operating Agreement. The Operating Agreement is on file at, and a copy will be furnished without charge on delivery of written request to the Company at, the principal office of the Company located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other address as may be specified by notice under the Operating Agreement. Capitalized terms used herein but not defined shall have the meanings given them in the Operating Agreement. The holder of an interest this Certificate, by acceptance of this Certificate, shall be deemed to have (i) requested admission as, and agreed to become, a Member of the Company; (ii) agreed to comply with, and be bound by, the terms of the Operating Agreement; (iii) granted the powers of attorney provided for in the Partnership Operating Agreement; and (iv) made the waivers and given the consents and approvals contained in the Operating Agreement. Any attempted transfer of this Certificate or the Series A Preferred Units it represents in violation of the Operating Agreement shall be null and void. This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. In the case of any conflict between this Certificate and the Operating Agreement, the provisions of the Operating Agreement shall control and govern. This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. Dated: OAKTREE CAPITAL GROUP, LLC OAKTREE CAPITAL GROUP, LLC By: By: Name: Name: Title: Title: as Transfer Agent and Registrar Non-cumulative distributions on each Series A Preferred Unit shall be payable at the applicable rate provided in the Operating Agreement. The Company shall furnish without charge to each Series A Holder who so requests a summary of the authority of the Company to determine variations for future series within a class of Units and the designations, limitations, preferences and relative, participating, optional or other special rights of each class or series of capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights. In accordance with the Fifth Amended and Restated Operating Agreement (as amended, supplemented or restated from time to time, the “ Operating Agreement ”) of Oaktree Capital Group, LLC, a Delaware limited liability company (the “ Company ”), the Company hereby certifies that [ ] (the “ Holder ”) is the registered owner of [ ] units of the Company’s 6.550% Series B Preferred Units, with a foreign personSeries B Liquidation Preference of $25.00 per unit (the “ Series B Preferred Units ”). To inform The Series B Preferred Units are transferable on the Partnership that books of the Transfer Agent, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The Series B Preferred Units are fully paid and the Holder of such Series B Preferred Units will have no withholding is required with respect obligation to make payments or contributions to the undersigned interestholder's interest Company solely by reason of its ownership of such Series B Preferred Units. The designations, rights, privileges, preferences and limitations of the Series B Preferred Units are set forth in, and this Certificate and the Series B Preferred Units represented hereby are issued and shall in itall respects be subject to the terms and provisions of, the undersigned hereby certifies Operating Agreement. The Operating Agreement is on file at, and a copy will be furnished without charge on delivery of written request to the following (orCompany at, if applicable, certifies the following on behalf principal office of the interestholder)Company located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other address as may be specified by notice under the Operating Agreement. Capitalized terms used herein but not defined shall have the meanings given them in the Operating Agreement. The holder of this Certificate, by acceptance of this Certificate, shall be deemed to have (i) requested admission as, and agreed to become, a Member of the Company; (ii) agreed to comply with, and be bound by, the terms of the Operating Agreement; (iii) granted the powers of attorney provided for in the Operating Agreement; and (iv) made the waivers and given the consents and approvals contained in the Operating Agreement. Any attempted transfer of this Certificate or the Series B Preferred Units it represents in violation of the Operating Agreement shall be null and void. This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. In the case of any conflict between this Certificate and the Operating Agreement, the provisions of the Operating Agreement shall control and govern. This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. Dated: OAKTREE CAPITAL GROUP, LLC OAKTREE CAPITAL GROUP, LLC By: By: Name: Name: Title: Title: as Transfer Agent and Registrar Non-cumulative distributions on each Series B Preferred Unit shall be payable at the applicable rate provided in the Operating Agreement. The Company shall furnish without charge to each Series B Holder who so requests a summary of the authority of the Company to determine variations for future series within a class of Units and the designations, limitations, preferences and relative, participating, optional or other special rights of each class or series of capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. -------------------------------------------------------------- Exhibit A Page 4 92 APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Third Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesKinder Morgan Energy Partners, L.P. (the "Partnership"), as amended, supplemented ▇▇▇▇▇▇▇▇▇▇▇▇ or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact attorney to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, Agreement and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Date: ------------------------- ----------------------------------------------- Signature of Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- ------------------------------- ----------------------------------------------- Social Security or other Name and Address of Assignee identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- ------------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check oneCheck One): [X] Individual [X] Partnership [X] Corporation [X] --------------- -------------- -------------- Trust [X] Other (specify) ___________________________ ---------------------- ------------------------- Nationality (check oneCheck One): [X] U.S. Citizen, Resident or Domestic Entity [X] -------- Foreign Corporation [X] Corporation, or Non-resident Alien alien -------- -------- If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholderinterest-holder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholderinterest-holder).. Complete either A or B:

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. _________ APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesCornerstone Propane Partners, L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the Managing General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- : ------------------------ Social Security or other identifying number of Signature of Assignee number of Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee commissions, if any Type of Entity (check one): [X] Individual [X] /__/Individual /__/ Partnership [X] /__/ Corporation [X] Trust [X] /__/Trust /__/ Other (specify) ___________________________ Nationality (check one): [X] U.S. /__/U.S. Citizen, Resident or Domestic Entity [X] Foreign /__/Foreign Corporation [X] /__/ Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS The undersigned ("Assignee"“ASSIGNEE”) hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesTC PipeLines, L.P. LP (the "Partnership"“PARTNERSHIP”), as amended, supplemented or restated to the date hereof (the "Partnership Agreement"“PARTNERSHIP AGREEMENT”), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's ’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's ’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Assignee Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any any: Name and Address of Assignee Assignee: Type of Entity (check one): [X] o Individual [X] o Partnership [X] Corporation [X] Trust [X] o Other (specify) ___________________________ o Trust o Corporation Nationality (check one): [X] o U.S. Citizen, Resident or Domestic Entity [X] o Foreign Corporation [X] o Non-resident Resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"“CODE”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's ’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).. Complete Either A or B:

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. -------------------------------------------------------------- APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesKind▇▇ ▇▇▇▇▇▇ ▇▇▇rgy Partners, L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact attorney to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, Agreement and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Exhibit A, Page 82 90 Date: ------------------------- --------------------------------------------- Signature of Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- ------------------------------ --------------------------------------------- Social Security or other Name and Address of Assignee identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- ------------------------------ Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check oneCheck One): [X] Individual [X] Partnership [X] Corporation [X] ------------ ------------ ------------ Trust [X] Other (specify) ______________________------------ ------------ ------------------------ Nationality (Check One): U.S. citizen, Resident or Domestic Entity ----- Foreign Corporation, or _____ Nationality (check one): [X] U.S. Citizen, Resident or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien alien ----- If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholderinterest-holder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholderinterest-holder).. Complete either A or B:

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS The undersigned ("“Assignee"”) hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Fourth Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesFerrellgas Partners, L.P. (the "“Partnership"”), as amended, supplemented or restated to the date hereof (the "“Partnership Agreement"”), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives grants the powers of attorney provided for in the Partnership Agreement, Agreement and (ed) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] ) Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________ Nationality (check oneCheck One): [X] U.S. U.S Citizen, Resident or Domestic Entity [X] ___ Foreign Corporation [X] Corporation, or Non-resident Alien alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "“Code"”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest holder’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholderinterest holder).

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without chargetransfer. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS The undersigned ("Assignee"No. Series A Preferred Units In accordance with Section 5.14(b)(v) hereby applies for transfer to the name of the Assignee of the Subordinated Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Seventh Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesPlains All American Pipeline, L.P. (the "Partnership")L.P., as amended, supplemented or restated from time to time (the “Partnership Agreement”), Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), hereby certifies that (the “Holder”) is the registered owner of Series A Convertible Preferred Units representing limited partner interests in the Partnership (the “Series A Preferred Units”), transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Series A Preferred Units are set forth in, and this Certificate and the Series A Preferred Units represented hereby are issued and shall in all respects be subject to the date hereof (terms and provisions of, the "Partnership Agreement"). Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at the principal office of the Partnership located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (bii) represents represented and warrants warranted that the Assignee Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (ciii) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives granted the powers of attorney provided for in the Partnership Agreement, Agreement and (eiv) makes made the waivers and gives given the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS OF NOVEMBER 15, 2016, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES. This Certificate shall not defined herein have be valid for any purpose unless it has been countersigned and registered by the meanings assigned to such terms General Partner, as transfer agent for the Series A Preferred Units. PAA GP LLC, as general partner of the Partnership By: By: Name: Title: PAA GP LLC, as transfer agent for the Series A Preferred Units By: By: Name: Title: The following abbreviations, when used in the Partnership Agreement. The Assignee acknowledges that (a) inscription on the Subordinated Units evidenced hereby have not been registered under the Securities Act face of 1933this Certificate, shall be construed as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any follows according to applicable state securities laws or exemptions from registration thereunder are availableregulations: TEN COM — as tenants in common UNIF GIFT MIN ACT TEN ENT — as tenants by the entireties Custodian JT TEN — as joint tenants with right of survivorship and not as tenants in common (Cust) (Minor) under Uniform Gifts to Minors Act (State) FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (bPlease print or typewrite name and address of Assignee) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Please insert Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissionsAssignee) Series A Preferred Units representing limited partner interests evidenced by this Certificate, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________ Nationality (check one): [X] U.S. Citizen, Resident or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of Plains All American Pipeline, L.P. Date: NOTE: The signature to any endorsement hereon must withhold tax correspond with respect to certain transfers the name as written upon the face of property if a holder of an interest this Certificate in the Partnership is a foreign personevery particular, without alteration, enlargement or change. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholderSignature) (Signature).

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second First Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesAlliance Resource Partners, L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________ Nationality (check one): [X] U.S. Citizen, Resident or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesPipeline Partners, L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:: _________________ ---------------------------------------------- ---------------------------- ______________________________________________ _____________________________ Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- ______________________________________________ _____________________________ Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] / / Individual [X] / / Partnership [X] / / Corporation [X] / / Trust [X] / / Other (specify) _____________________________ Nationality (check one): [X] / / U.S. Citizen, Resident or Domestic Entity [X] / / Foreign Corporation [X] / / Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).

Guaranteed. No assignment or transfer of the Subordinated Preference Units evidenced hereby will be registered on the books of the PartnershipEl Paso Energy Partners, L.P. unless the Certificate evidencing the Subordinated Preference Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Preference Units (a "Transfer Application") has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Preference Units shall have no duty to the transferee with respect to execution of the transfer application Transfer Application in order for such transferee to obtain registration of the transfer of the Subordinated Preference Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS The undersigned ("AssigneeApplicant") hereby applies for transfer to the name of the Assignee Applicant of the Subordinated Preference Units evidenced hereby. The Assignee Applicant (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, executes the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesEl Paso Energy Partners, L.P. L.P., (the "Partnership"), ) as amended, supplemented or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee Applicant has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the AssigneeApplicant's attorney-in-fact attorney to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the AssigneeApplicant's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership AgreementAgreement and (f) certifies to the Partnership that the Applicant (including, to the best of the Applicant's knowledge, any person for whom the Applicant will hold the Preference Units) is an Eligible Citizen. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act Date: --------------------------------------------------------------------------- -------------------------------------------------------------------------------- Name and Address of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Applicant -------------------------------------------------------------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X[ ] Individual [X[ ] Partnership [X[ ] Corporation [X[ ] Trust [X[ ] Other (specify) ___________________________ Nationality (check one): [X[ ] U.S. United States Citizen, Resident or Domestic Entity [X] Foreign Corporation [X[ ] Non-resident Alien [ ] Foreign Corporation Resident or Domestic Entity If the U.S. United States Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholderinterest-holder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).interest-holder): Complete either A or B:

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural Resources, Williams Energy Partners L.P. (the "Partnership"), as amended, supplemented or supple▇▇▇▇▇▇ ▇r restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- : ---------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] |_| Individual [X] |_| Partnership [X] |_| Corporation [X] |_| Trust [X] |_| Other (specify) ___________________________ Nationality (check one): [X] |_| U.S. Citizen, Resident or Domestic Entity [X] |_| Foreign Corporation [X] |_| Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. -------------------------------------------------------------- Exhibit A Page 4 92 APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Third Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesKind▇▇ ▇▇▇▇▇▇ ▇▇▇rgy Partners, L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact attorney to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, Agreement and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Date: ------------------------- ----------------------------------------------- Signature of Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- ------------------------------- ----------------------------------------------- Social Security or other Name and Address of Assignee identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- ------------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check oneCheck One): [X] Individual [X] Partnership [X] Corporation [X] --------------- -------------- -------------- Trust [X] Other (specify) ___________________________ ---------------------- ------------------------- Nationality (check oneCheck One): [X] U.S. Citizen, Resident or Domestic Entity [X] -------- Foreign Corporation [X] Corporation, or Non-resident Alien alien -------- -------- If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholderinterest-holder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholderinterest-holder).. Complete either A or B:

Guaranteed. No transfer of the Senior Subordinated Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Senior Subordinated Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Senior Subordinated Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Senior Subordinated Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Senior Subordinated Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS No transfer of the Senior Subordinated Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Senior Subordinated Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Senior Subordinated Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Senior Subordinated Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Senior Subordinated Units. The undersigned ("“Assignee"”) hereby applies for transfer to the name of the Assignee of the Senior Subordinated Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesStar Gas Partners, L.P. (the "Partnership")L.P., as amended, supplemented or restated to the date hereof (the "“Partnership Agreement"”), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's ’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's ’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, Agreement and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Date: Signature of Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature Assignee Name and Address of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________ Nationality (check one): [X] U.S. Citizen, Resident or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).):

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. The undersigned ("“Assignee"”) hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, . and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesStar Gas Partners, L.P. (the "Partnership")L.P., as amended, supplemented or restated to the date hereof (the "“Partnership Agreement"”), (b) represents and warrants that the Assignee has all right, power and authority and, . if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's ’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's ’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, Agreement and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Date: Signature of Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature Assignee Name and Address of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________ Nationality (check one): [X] U.S. Citizen, Resident or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).):

Guaranteed. No transfer of the Subordinated Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second First Amended and Restated Agreement of Limited Partnership of Atlas Natural Resources, Martin Midstream Partners L.P. (the "Partnership"), as amended, supplemented supple▇▇▇▇▇▇ or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- : ---------------------- ----------------------------------------------- ------------------------------ Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- ----------------------------------------------- ------------------------------ Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X[ ] Individual [X[ ] Partnership [X[ ] Corporation [X[ ] Trust [X[ ] Other (specify) ___________________________ Nationality (check one): [X[ ] U.S. Citizen, Resident or Domestic Entity [X[ ] Foreign Corporation [X[ ] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. The undersigned ("“Assignee"”) hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, by and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesStar Gas Partners, L.P. (the "Partnership")L.P., as amended, supplemented or restated to the date hereof (the "“Partnership Agreement"”), (b) represents and warrants that the Assignee has all right, power and authority and, and if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's ’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's ’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, Agreement and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Date: Signature of Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature Assignee Name and Address of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] ¨ Individual [X] ¨ Partnership [X] ¨ Corporation [X] ¨ Trust [X] ¨ Other (specify) ____________________)_______ Nationality (check one): [X] ¨ U.S. Citizen, . Resident or Domestic Entity [X] Foreign Corporation [X] ¨ Non-resident Alien ¨ Foreign Corporation If the U.S. Citizen, . Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "“Code"”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's ’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).. Complete Either A or B:

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. Table of Contents APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("“Assignee"”) hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Seventh Amended and Restated Agreement of Limited Partnership of Atlas Natural Resources, NuStar Energy L.P. (the "“Partnership"”), as amended, supplemented or restated to the date hereof (the "“Partnership Agreement"”), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's ’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's ’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Date: Signature of Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature Assignee Name and Address of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] ☐ Individual [X] ☐ Partnership [X] ☐ Corporation [X] ☐ Trust [X] ☐ Other (specify) ___________________________ Nationality (check one): [X] ☐ U.S. Citizen, Resident or Domestic Entity [X] ☐ Foreign Corporation [X] ☐ Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "“Code"”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's ’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS The undersigned ("“Assignee"”) hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Fifth Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesPlains All American Pipeline, L.P. (the "“Partnership"”), as amended, supplemented or restated to the date hereof (the "“Partnership Agreement"”), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-’s attorney- in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's ’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Assignee Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] o Individual [X] o Partnership [X] o Corporation [X] o Trust [X] o Other (specify) ___________________________ Nationality (check one): [X] o U.S. Citizen, Resident or Domestic Entity [X] o Foreign Corporation [X] o Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "“Code"”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's ’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).. Complete Either A or B:

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS The undersigned ("“Assignee"”) hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Third Amended and Restated Agreement of Limited Partnership of Atlas Natural Resources, K-Sea Transportation Partners L.P. (the "“Partnership"”), as amended, supplemented or restated to the date hereof (the "“Partnership Agreement"”), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's ’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of for the Partnership and any amendment thereto, necessary or appropriate for the Assignee's ’s admission as a Substituted Limited Partner and as a party Party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________ Nationality (check one): [X] U.S. Citizen, Resident or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).Assignee

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("AssigneeASSIGNEE") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesTC PipeLines, L.P. LP (the "PartnershipPARTNERSHIP"), as amended, supplemented or restated to the date hereof (the "Partnership AgreementPARTNERSHIP AGREEMENT"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- : ------------------- Social Security or other identifying number of Signature of Assignee of Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] o Individual [X] o Partnership [X] o Corporation [X] o Trust [X] o Other (specify) ___________________________ ---------------------------- Nationality (check one): [X] o U.S. Citizen, Resident or Domestic Entity [X] o Foreign Corporation [X] o Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "CodeCODE"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS The undersigned ("“Assignee"”) hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural Resources, U.S. Shipping Partners L.P. (the "“Partnership"”), as amended, supplemented or restated to the date hereof (the "“Partnership Agreement"”), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's ’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's ’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] o Individual [X] ¨ Partnership [X] ¨ Corporation [X] ¨ Trust [X] ¨ Other (specify) ___________________________ Nationality (for taxation purposes) (check one): [X] ¨ U.S. Citizen, Resident or Domestic Entity [X] ¨ Foreign Corporation [X] ¨ Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification Certification B-1 must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "“Code"”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's ’s interest in it, the undersigned hereby certifies the following as set forth in B-1 (or, if applicable, certifies the following on behalf of the interestholder).. Citizenship (for Maritime purposes—see Maritime Citizenship definitions below) (check one): ¨ Citizen of the United States o Non-Citizen of the United States If a Citizen of the United States box is checked, Certification B-2 must be completed. Under Part 67 of Title 46 of the Code of Federal Regulations (CFR), the undersigned is deemed and defined a “Citizen of the United States” (for maritime purposes) if at all tiers of ownership and in both form and substance at each tier of ownership:

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. The undersigned ("“Assignee"”) hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, by and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesStar Gas Partners, L.P. (the "Partnership")L.P., as amended, supplemented or restated to the date hereof (the "“Partnership Agreement"”), (b) represents and warrants that the Assignee has all right, power and authority and, and if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's ’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's ’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, Agreement and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Date: Signature of Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature Assignee Name and Address of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] ¨ Individual [X] ¨ Partnership [X] ¨ Corporation [X] ¨ Trust [X] ¨ Other (specify) ___________________________ Nationality (check one): [X] ¨ U.S. Citizen, . Resident or Domestic Entity [X] Foreign Corporation [X] ¨ Non-resident Alien ¨ Foreign Corporation If the U.S. Citizen, . Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "“Code"”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's ’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).. Complete Either A or B:

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without chargetransfer. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS The undersigned ("Assignee"No. Series A Preferred Units In accordance with Section 5.14(b)(v) hereby applies for transfer to the name of the Assignee of the Subordinated Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Sixth Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesPlains All American Pipeline, L.P. (the "Partnership")L.P., as amended, supplemented or restated from time to time (the “Partnership Agreement”), Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), hereby certifies that (the “Holder”) is the registered owner of Series A Convertible Preferred Units representing limited partner interests in the Partnership (the “Series A Preferred Units”), transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Series A Preferred Units are set forth in, and this Certificate and the Series A Preferred Units represented hereby are issued and shall in all respects be subject to the date hereof (terms and provisions of, the "Partnership Agreement"). Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at the principal office of the Partnership located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (bii) represents represented and warrants warranted that the Assignee Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (ciii) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives granted the powers of attorney provided for in the Partnership Agreement, Agreement and (eiv) makes made the waivers and gives given the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS OF NOVEMBER 15, 2016, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES. This Certificate shall not defined herein have be valid for any purpose unless it has been countersigned and registered by the meanings assigned to such terms General Partner, as transfer agent for the Series A Preferred Units. PAA GP LLC, as general partner of the Partnership By: By: Name: Title: PAA GP LLC, as transfer agent for the Series A Preferred Units By: By: Name: Title: The following abbreviations, when used in the Partnership Agreement. The Assignee acknowledges that (a) inscription on the Subordinated Units evidenced hereby have not been registered under the Securities Act face of 1933this Certificate, shall be construed as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any follows according to applicable state securities laws or exemptions from registration thereunder are available, (b) only regulations: TEN COM — as tenants in common TEN ENT — as tenants by the Partnership can take action to register such Subordinated Units entireties JT TEN — as joint tenants with right of survivorship and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination not as to the fairness of an investment tenants in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________ Nationality (check one): [X] U.S. Citizen, Resident or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).common UNIF GIFT MIN ACT

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural Resources, Williams Energy Partners L.P. (the "Partnership"), as amended, supplemented or supple▇▇▇▇▇▇ ▇r restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- : ----------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] |_| Individual [X] |_| Partnership [X] |_| Corporation [X] |_| Trust [X] |_| Other (specify) ___________________________ Nationality (check one): [X] |_| U.S. Citizen, Resident or Domestic Entity [X] |_| Foreign Corporation [X] |_| Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).. Complete Either A or B:

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesPlains All American Pipeline, L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature of Assignee of Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X_] Individual [X_] Partnership [X_] Corporation [X_] Trust [X_] Other (specify) )___________________________ Nationality (check one): [X_] U.S. Citizen, Resident or Domestic Entity [X_] Foreign Corporation [X_] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).. Complete Either A or B:

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesInergy, L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the "Partnership Agreement"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the Managing General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:__________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________________________ _________________________________ Social Security or other identifying number Signature of Assignee ___________________________________________ _________________________________ Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [_] Individual [_] Partnership [_] Corporation [_] Trust [_] Other (specify) Nationality (check one): [X_] U.S. Citizen, Resident or Domestic Entity [X_] Foreign Corporation [X_] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("'Assignee"') hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesSuburban Propane Partners, L.P. (the "'Partnership"'), as amended, supplemented or restated to the date hereof (the "'Partnership Agreement"'), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints appoints, the General Partner Vice Chairman and the President of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto thereto, and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers power of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________ Nationality (check one): [X] U.S. Citizen, Resident or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).: ............................

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS The undersigned ("“Assignee"”) hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Fourth Amended and Restated Agreement of Limited Partnership of Atlas Natural Resources, K-Sea Transportation Partners L.P. (the "“Partnership"”), as amended, supplemented or restated to the date hereof (the "“Partnership Agreement"”), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's ’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of for the Partnership and any amendment thereto, necessary or appropriate for the Assignee's ’s admission as a Substituted Limited Partner and as a party Party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Social Security or other identifying number of Assignee Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________ Nationality (check one): [X] U.S. Citizen, Resident or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).Assignee

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without chargetransfer. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. APPLICATION FOR TRANSFER OF SUBORDINATED UNITS The undersigned ("Assignee"No. Series A Preferred Units In accordance with Section 5.14(b)(v) hereby applies for transfer to the name of the Assignee of the Subordinated Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Sixth Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesPlains All American Pipeline, L.P. (the "Partnership")L.P., as amended, supplemented or restated from time to time (the “Partnership Agreement”), Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), hereby certifies that (the “Holder”) is the registered owner of Series A Convertible Preferred Units representing limited partner interests in the Partnership (the “Series A Preferred Units”), transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Series A Preferred Units are set forth in, and this Certificate and the Series A Preferred Units represented hereby are issued and shall in all respects be subject to the date hereof (terms and provisions of, the "Partnership Agreement"). Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at the principal office of the Partnership located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (bii) represents represented and warrants warranted that the Assignee Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (ciii) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives granted the powers of attorney provided for in the Partnership Agreement, Agreement and (eiv) makes made the waivers and gives given the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS OF [•], 2016, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES. This Certificate shall not defined herein have be valid for any purpose unless it has been countersigned and registered by the meanings assigned to such terms General Partner, as transfer agent for the Series A Preferred Units. PAA GP LLC, as general partner of the Partnership By: By: Name: Title: PAA GP LLC, as transfer agent for the Series A Preferred Units By: By: Name: Title: The following abbreviations, when used in the Partnership Agreement. The Assignee acknowledges that (a) inscription on the Subordinated Units evidenced hereby have not been registered under the Securities Act face of 1933this Certificate, shall be construed as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any follows according to applicable state securities laws or exemptions from registration thereunder are availableregulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (bPlease print or typewrite name and address of Assignee) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- Please insert Social Security or other identifying number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- Purchase Price including commissionsAssignee) Series A Preferred Units representing limited partner interests evidenced by this Certificate, if any Name and Address of Assignee Type of Entity (check one): [X] Individual [X] Partnership [X] Corporation [X] Trust [X] Other (specify) ___________________________ Nationality (check one): [X] U.S. Citizen, Resident or Domestic Entity [X] Foreign Corporation [X] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of Plains All American Pipeline, L.P. Date: NOTE: The signature to any endorsement hereon must withhold tax correspond with respect to certain transfers the name as written upon the face of property if a holder of an interest this Certificate in the Partnership is a foreign personevery particular, without alteration, enlargement or change. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholderSignature) (Signature).

Guaranteed. No transfer of the Subordinated Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Subordinated Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Subordinated Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Subordinated Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Subordinated Common Units. 106 APPLICATION FOR TRANSFER OF SUBORDINATED COMMON UNITS The undersigned ("AssigneeASSIGNEE") hereby applies for transfer to the name of the Assignee of the Subordinated Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Atlas Natural ResourcesShamrock Logistics, L.P. (the "PartnershipPARTNERSHIP"), as amended, supplemented or restated to the date hereof (the "Partnership AgreementPARTNERSHIP AGREEMENT"), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained, or authorized from time to time, contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. The Date: -------------------------------- -------------------------------------- Signature of Assignee acknowledges that (a) the Subordinated Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state but have rather been issued in reliance on an exemption therefrom and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or exemptions from registration thereunder are available, (b) only the Partnership can take action to register such Subordinated Units and that the Partnership is under no obligation and has no present plans to do so, (c) no authority, agency, commission, official, department, commission, board, bureau, agency or instrumentality of the United States, or any state, county, city or other political subdivision thereof, has made any finding or determination as to the fairness of an investment in such Subordinated Units, nor any recommendation or endorsement with respect thereto and (d) before any subsequent offers, sale or other transfer of such Subordinated Units, the Partnership, may require the Assignee to deliver a written opinion of counsel, certifications and/or other information that it reasonably requires to confirm that such proposed offer, sale or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act. Date:________________ ---------------------------------------------- ---------------------------- -------------------------------------- -------------------------------------- Social Security or other identifying Name and Address of Assignee number of Signature of Assignee Assignee ---------------------------------------------- ---------------------------- -------------------------------------- Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [X] / / Individual [X] / / Partnership [X] / / Corporation [X] / / Trust [X] / / Other (specify) ___________________________ ------------------------------- Nationality (check one): [X] / / U.S. Citizen, Resident or Domestic Entity [X] / / Foreign Corporation [X] / / Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "CodeCODE"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).. 107 Complete Either A or B: