Exhibit 10.1
Execution
Version
ATN OPTION AGREEMENT
This ATN OPTION AGREEMENT (this
“ Agreement ”), dated as of this 1st day
of June, 2009, is entered into by and among Atlas Energy Resources,
LLC, a Delaware limited liability company (“
Optionholder ”), Atlas Pipeline Operating
Partnership, L.P., a Delaware limited partnership (“
Optionee ”), and APL Laurel Mountain, LLC, a
Delaware limited liability company and a wholly-owned subsidiary of
Optionee (“ APL Sub ”).
WHEREAS, Williams Field Services
Group, LLC (“ WFSG ”), Atlas Pipeline
Partners, L.P., a Delaware limited partnership (“
APL ”), and APL Sub, among others, entered into
that certain Formation and Exchange Agreement, dated as of
March 31, 2009 (as amended, the “ Formation
Agreement ”);
WHEREAS, in accordance with the
terms of the Formation Agreement, it is contemplated that, among
other things, (i) WFSG will form Williams Laurel Mountain,
LLC, a new, wholly-owned limited liability company (“
WFSG Sub ”); (ii) WFSG Sub will form a
new, wholly-owned limited liability company (the “
Joint Venture Company ”) and capitalize it with
approximately $100 million in cash and a three-year senior
unsecured $25.5 million note (the “ Note
”) issued by WFSG Sub and guaranteed by The Williams
Companies, Inc.; and (iii) APL Sub will concurrently sell 100%
of the membership interests of the Surviving Company and APL Ohio
(each as defined in the Formation Agreement) to the Joint Venture
Company and purchase, in exchange therefor, a 49% membership
interest in the Joint Venture Company (which will include certain
Preferred Distribution Rights), and APL Sub will also receive
certain cash consideration;
WHEREAS, in accordance with the
terms of the Formation Agreement, APL Sub and WFSG Sub intend to
enter into that certain LLC Agreement (as defined in the Formation
Agreement), effective as of the Closing, which provides for APL Sub
to make Capital Contributions from time to time to the Joint
Venture Company with respect to certain Growth Capital Projects in
accordance with the terms thereof; and
WHEREAS, Optionee desires to provide
Optionholder (i) an option to invest in APL Sub under certain
circumstances in connection with a Growth Capital Project
implemented by the Joint Venture Company, and Optionholder desires
to obtain such an option, and (ii) a right of first refusal
with respect to any Transfer by APL Sub of its Interest in the
Joint Venture Company.
NOW, THEREFORE, in consideration of
the sum of TEN DOLLARS ($10.00) (the “ Option
Fee ”), and such other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Investment Option
.
(a) If APL Sub at any time
determines that it intends not to participate in a Capital
Contribution relating to a Growth Capital Project in accordance
with the terms of the LLC Agreement, then Optionee shall, so long
as permitted under APL’s credit agreement and indentures,
give notice of the relevant Capital Contribution to Optionholder
(the “ Offer Notice ”), which Offer
Notice will be given with sufficient time for Optionholder to
exercise its rights under this Agreement. The Offer Notice will set
forth all relevant information with respect to the proposed Capital
Contribution, including a description of the Growth Capital Project
to which the Capital Contribution relates, the amount of such
Capital Contribution, and any other terms and conditions of the
proposed Capital Contribution.
(b) Optionholder will have the right
(but not the obligation) to make an investment in APL Sub (the
“ Investment ”), and receive a membership
interest in APL Sub in consideration of such investment (the
“ Investment Option ”). If Optionholder
desires to exercise the Investment Option, Optionholder will
promptly provide notice of its election, together with a form of
agreement to effect such Investment Option (the “
Election Notice ”) to Optionee at least two
days prior to the date in which the Management Committee is
required to vote with respect to such Capital Contribution (the
“ Election Period ”), or Optionholder
will be deemed to have waived its Investment Option with respect to
the subject Capital Contribution, but not with respect to any
Investment Option provided to Optionholder by Optionee for future
Capital Contributions.
(c) Upon receipt of the Election
Notice by Optionholder, Optionholder and Optionee will promptly
negotiate in good faith and enter into an amended and restated
limited liability
