DISTRIBUTION SUPPORT AGREEMENT
THIS DISTRIBUTION SUPPORT AGREEMENT (this "Agreement") is made as of
__________________, 1999 between Atlas Pipeline Partners, L.P. (the "MLP") and
Atlas Pipeline Partners GP, LLC (the "General Partner").
WHEREAS, the General Partner is the general partner of the MLP;
WHEREAS, the MLP has completed a public offering (the "Offering") of
common units of limited partnership interest (the "Common Units"); and
WHEREAS, it is a condition to the completion of the Offering that the
General Partner enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth, and intending to be legally bound,
the parties agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
shall have the meanings set forth in the First Amended and Restated Agreement of
Limited Partnership of the MLP (the "Partnership Agreement") except that, as
used herein, "Common Units" refers only to the Common Units issued and
outstanding as a result of the Offering and those issued and outstanding as a
result of the exercise by the underwriters of their over-allotment option.
2. MLP's Limited Capital Call Right. For each of the calendar quarters
up to and including that ending on December 31, 2002 (the "Call Period"), the
General Partner agrees to contribute to the capital of the MLP, within five
business days of its receipt of the MLP's notice, an amount equal to (a) the
difference between (i) the amount of Available Cash determined in compliance
with the Partnership Agreement and (ii) the product of the Minimum Quarterly
Distribution for that quarter multiplied by the number of Common Units. The
General Partner shall be entitled to repayment of any amounts so contributed as
set forth in the Partnership Agreement. The MLP's notice shall not be given to
the General Partner prior to the the determination of the Available Cash for
that quarter.
3. Letter of Credit. The General Partner has obtained, and shall
maintain in accordance with the provisions hereof, an irrevocable letter of
credit for the benefit of the MLP, from a commercial bank in the amount of
$________________ to secure its performance hereunder (the "Letter of Credit").
Unless otherwise permitted hereby, the Letter of Credit shall expire no earlier
than March 1, 2003.
(a) Increase on Amount of Letter of Credit. In the event the
underwriters of the Offering exercise their over-allotment option, the General
Partner agrees, effective not later than the date on which the over-allotment
Common Units are sold, to cause the amount of the Letter of Credit to be
increased by an amount equal to the product of (i) $0.42 multiplied by (ii) the
number of quarters remaining in the Call Period multiplied by (iii) the number
of over- allotment Common Units.
(b) Reduction in Amount of Letter of Credit. The amount
available under the Letter of Credit shall be adjusted from time to time as
appropriate to reflect the maximum amount of capital the General Partner may be
required to contribute to the MLP hereunder. The Letter of Credit shall provide
that it be subject to partial draws and shall be reduced each quarter after the
determination of Available Cash, upon the earliest of (i) a draw on the Letter
of Credit; (ii) General Partner's making the required capital contribution
hereunder; or (iii) a determination that no capital contribution is required for
such quarter.
4. Termination. This Agreement, and the parties rights and duties
hereunder, shall terminate in the event the General Partner is removed as
general partner of the MLP under circumstances where Cause does not exist and
Units held by the General Partner and its Affiliates are not voted in favor of
that removal.
5. Miscellaneous.
(a) Choice of Law; Submission to Jurisdiction. This Agreement
shall be subject to and governed by the laws of the Commonwealth of
Pennsylvania, excluding any conflicts-of-law rule or principle that might refer
the construction or interpretation of this Agreement to the laws of another
state. Each party hereby submits to the jurisdiction of the state and federal
courts in the Commonwealth of Pennsylvania and to venue in Philadelphia,
Pennsylvania.
(b) Entire Agreement. This Agreement constitutes the entire
agreement of the parties relating to the matters contained herein, superseding
all prior contracts or agreements, whether oral or written.
(c) Effect of Waiver or Consent. No waiver or consent, express
or implied, by any party to or of any breach or default by any party in the
performance by such party of its obligations hereunder shall be deemed or
construed to be a consent or waiver to or of any other breach or default in the
performance by such party of the same or any other obligations of such party
hereunder. Failure on the part of a party to complain of any act of the other
party or to declare the other party in default, irrespective of how long such
failure continues, shall not constitute a waiver by such party of its rights
hereunder until the applicable statute of limitations period has run.
(d) Amendment or Modification. This Agreement may be amended
or modified from time to time only by the written agreement of all the parties
hereto; provided, however, that the MLP may not, without the prior approval of
the Conflicts Committee, agree to any amendment or modification of this
Agreement that, in the reasonable discretion of the General Partner, will
adversely affect the holders of Common Units.
(e) Assignment. No party shall have the right to assign its
rights or obligations under this Agreement without the consent of the other
party.
(f) Counterparts. This Agreement may be executed in any number
of counterparts with the same effect as if all signatory parties had signed the
same document. All counterparts shall be construed together and shall constitute
one and the same instrument.
(g) Severability. If any provision of this Agreement or the
application thereof to any party or circumstance is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to circumstances other
than those as to which it has been held invalid or unenforceable, shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated thereby, so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination, the parties shall negotiate in
good faith in an effort to agree upon a suitable and equitable substitute
provision to effect the original intent of the parties.
(h) Further Assurances. In connection with this Agreement and
all transactions contemplated by this Agreement, each signatory party hereto
agrees to execute and deliver such additional documents and instruments and to
perform such additional acts as may be necessary or appropriate to effectuate,
carry out and perform all of the terms, provisions and conditions of this
Agreement and all such transactions.
(i) Third Party Beneficiaries. The provisions of this
Agreement are enforceable solely by the parties to it, and no Common Unit holder
or its assignee or any other person shall have the right, separate and apart
from the MLP, to enforce any provision of this Agreement or to compel any party
to this Agreement to comply with its terms.
(j) Headings. The headings throughout this Agreement are
inserted for reference purposes only, and are not to be construed or taken into
account in interpreting the terms and provisions of any Article, nor to be
deemed in any way to qualify, modify or explain the effects of any such term or
provision.
IN WITNESS WHEREOF, the parties have executed this Agreement on, and
effective as of, the date first written above.
ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.
By: Atlas Pipeline Partners GP, LLC
Its general partner
By:________________________________________
Name:______________________________________
Its:_______________________________________
ATLAS PIPELINE PARTNERS GP, LLC
By:________________________________________
Name:______________________________________
Its:_______________________________________
