|
Exhibit
10.1
ATLAS PIPELINE PARTNERS,
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.
1550 Coraopolis Heights Road
Moon Township, PA 15108
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 America, Inc., a Delaware corporation
(“AAI”), and Atlas Pipeline Holdings, L.P., a Delaware
limited partnership (“AHD” and together with AAI, the
“Investors”), an aggregate of approximately $50 million
of common units (the “Investor Units”) representing the
limited partner interests in the Company (the “Common
Units”), in the amount set forth on Exhibit A hereto at the
public offering price of the Company’s concurrent public
offering (the “Public Offering”), less underwriting
discounts and commissions.
This is to confirm the
agreement between the Company and the Investors concerning the
purchase of the Investor Units from the Company by the
Investors.
1. Representations,
Warranties and Agreements .
(a) The Company represents
and warrants to, and agrees with, each Investor that:
| |
(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. |
| |
(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. |
| |
(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 Investors
against payment therefor in accordance with the terms hereof, will
be validly issued, fully paid and non-assessable. |
| |
(iv) |
This Agreement has been duly executed and delivered by the
Company. |
(b) Each Investor represents
and warrants to, and agrees with, the Company that:
| |
(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
securities laws of the United States of America or any state or
foreign country or jurisdiction. |
| |
(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. |
| |
(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
registration under the Securities Act and any applicable state
securities or Blue Sky laws or the availability of exemptions
therefrom, and that the Company has no present intention of
regist |
|
