ATLAS PIPELINE PARTNERS, L.P. 9,750,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2012 • Atlas Pipeline Partners Lp • Natural gas transmission • New York
In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Units will confer upon the undersigned in its capacity as a security holder and/or an officer or director of the General Partner, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the 45th day after the date of the Underwriting Agreement (such period, the “Lock-Up Period”), the undersigned will not, without the prior written consent of Wells Fargo, directly or indirectly:
ATLAS PIPELINE ESCROW, LLC (a Delaware limited liability company) PURCHASE AGREEMENTAcquisition Agreement • December 10th, 2012 • Atlas Pipeline Partners Lp • Natural gas transmission • New York
ATLAS PIPELINE ESCROW, LLC, a Delaware limited liability company (the “Escrow Issuer”) and a wholly owned subsidiary of ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the several Initial Purchasers listed in Schedule II hereto (the “Initial Purchasers”), for whom Wells Fargo Securities, LLC (“Wells Fargo”) is acting as representative, $175,000,000 aggregate principal amount of their 6 5/8% Senior Notes due 2020 (the “Notes”).
