ATLAS RESOURCE PARTNERS, L.P. Distribution AgreementDistribution Agreement • August 19th, 2015 • Atlas Resource Partners, L.P. • Drilling oil & gas wells • New York
Atlas Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), confirms its agreement with MLV & Co. LLC (“MLV”) with respect to the issuance and sale from time to time by the Partnership, in the manner and subject to the terms and conditions described below (this “Agreement”), of the Partnership’s 8.625% Class D Cumulative Redeemable Perpetual Preferred Units (the “Class D Preferred Units”) and 10.75% Class E Cumulative Redeemable Perpetual Preferred Units (the “Class E Preferred Units” and together with the Class D Preferred Units, the “Units”); provided, however, that in no event shall the Partnership issue or sell through MLV such number or dollar amount of Units that (a) would cause the Partnership or the offering of the Units to fail to satisfy the eligibility and transaction requirements for use of Form S-3 (including, if applicable, Instruction I.B.6 thereof), (b) exceeds the number or dollar amount of Units registered on the effective Registration Statement
