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Exhibit
10.1
ATLAS PIPELINE HOLDINGS,
L.P.
COMMON UNITS REPRESENTING
LIMITED PARTNER INTERESTS
Common Unit Purchase
Agreement
June 17, 2008
Atlas America, Inc.
1845 Walnut Street, 10
th
Floor
Philadelphia, PA 19103
Atlas Pipeline Holdings,
L.P., a Delaware limited partnership (the “Company”),
proposes, subject to the terms and conditions stated herein, to
issue and sell to Atlas America, Inc., a Delaware corporation (the
“Investor”), approximately $10 million of common units
(the “Investor Units”) representing the limited partner
interests in the Company (the “Common Units”), at the
price of $32.50.
This is to confirm the
agreement between the Company and the Investor concerning the
purchase of the Investor Units from the Company by the
Investor.
1. Representations,
Warranties and Agreements .
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(a) |
The Company represents and warrants to, and agrees with, each
Investor that: |
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(i) |
The Company has been duly formed and is validly existing in
good standing as a limited partnership under the Delaware Limited
Partnership Act (the “Delaware Act”) with full power
and authority to enter into and perform its obligations under this
Agreement. |
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(ii) |
The Company has all requisite power and authority to issue,
sell and deliver the Investor Units in accordance with and upon the
terms and conditions set forth in this Agreement and the LP
Agreement. |
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(iii) |
As of the Closing Date (as defined in Section 3), the
Investor Units will be duly authorized by the Company’s
Limited Partnership Agreement, as amended (the “LP
Agreement”) and, when issued and delivered to the Investor
against payment therefor in accordance with the terms hereof, will
be validly issued, fully paid and non-assessable. |
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(iv) |
This Agreement has been duly executed and delivered by the
Company. |
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(b) |
The Investor represents and warrants to, and agrees with, the
Company that: |
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(i) |
Investor is
an “accredited investor,” as such term is defined in
Rule 501(a) of Regulation D promulgated under the Securities Act of
1933, as amended (the “Securities Act”), and the
investment by the Investor in the Company is for its own account
and not for the account of others, for investment purposes. The
Investor Units are being acquired for its own account, for
investment and with no intention of distributing or reselling such
Investor Units or any portion thereof or interest therein in any
transaction which would be a violation of the
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securities laws of the
United States of America or any state or foreign country or
jurisdiction.
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(ii) |
Investor acknowledges and agrees that it has been provided, to
its full satisfaction, with the opportunity to ask questions
concerning the terms and conditions of an investment in the Company
and has knowingly and voluntarily elected instead to rely solely on
its own investigation. |
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(iii) |
Investor acknowledges and agrees that the Investor must bear
the economic risk of this investment indefinitely, that the
Investor Units purchased by the Investor hereunder may not be sold
or transferred or offered for sale or transfer by it without
registra |
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