Exhibit 10.1
ATLAS PIPELINE PARTNERS,
L.P.
10,000 CLASS B PREFERRED
UNITS
Class B Preferred Unit
Purchase Agreement
December 30, 2008
Atlas Pipeline Holdings,
L.P.
Westpointe Corporate Center One
1550 Coraopolis Heights Road
Moon Township, PA 15108
Sirs:
Atlas Pipeline Partners, L.P., a
Delaware limited partnership (the “ Company
”), proposes, subject to the terms and conditions stated
herein, to issue and sell to Atlas Pipeline Holdings, L.P. (“
Investor ”), 10,000 12% Cumulative Convertible
Class B Preferred Units representing limited partnership interests
in the Company (the “ Preferred Units
”).
This is to confirm the agreement
between the Company and Investor concerning the purchase of the
Preferred Units from the Company by Investor.
1. Representations, Warranties
and Agreements .
(a) The Company represents and
warrants to, and agrees with, Investor that:
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(i)
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The Company has
been duly formed and is validly existing in good standing as a
limited liability company 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)
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The Company has
all requisite power and authority to issue, sell and deliver the
Preferred Units in accordance with and upon the terms and
conditions set forth in this Agreement and the LP
Agreement.
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(iii)
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As of the
Closing Date (as defined in Section 3), the Preferred Units
will be duly authorized by the Company’s Second Amended and
Restated Agreement of Limited Partnership, 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)
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This Agreement
has been duly executed and delivered by the Company.
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(b) Investor represents and warrants
to, and agrees with, the Company that:
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(i)
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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
”). The Preferred Units are being, and the Option Units (as
defined below) will be, acquired for its own account, for
investment and with no intention of distributing or reselling such
Preferred Units or any portion thereof or interest therein, or the
Common Units issuable upon conversion of the Preferred Units (the
“ Conversion Units ”) in any transaction
which would be a violation of the securities laws of the United
States of America or any state or foreign country or
jurisdiction.
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(ii)
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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)
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Investor
acknowledges and agrees that the Investor must bear the economic
risk of this investment indefinitely, that the Preferred Units, the
Option Units and the Conversion Units may not be sold or
transferred or offered for sale or transfer by it without
registration under the Securities Act and any applicable state
securities or Blue Sky laws or the availability of exemptions
therefrom.
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(iv)
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Investor has
such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and
risks of the prospective investment in the Preferred Units, the
Option Units and Conversion Units, and has so evaluated the merits
and risks of such investment. Investor is able to bear the economic
risk of an investment in the Preferred Units, the Option Units and
Conversion Units and, at the present time and in the foreseeable
future, is able to afford a complete loss of such
investment.
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(v)
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Investor
understands that the Preferred Units, the Option Units and
Conversion Units are being offered and sold to Investor in reliance
upon specific exemptions from the registration requirements of
United States federal and
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