Item 1.01 Entry into a Material Definitive Agreement.

On August 17, 2009, Atlas Pipeline Partners, L.P. ("APL") executed a purchase agreement for a private placement of (i) 2,689,765 million of its common units at a negotiated purchase price of $6.35 per unit and (ii) warrants to purchase 2,689,765 million of its common units at any time before the second anniversary of the issue date at an exercise price of $6.35 per unit, at an aggregate offering price of approximately $17 million. The closing occurred August 20, 2009. APL paid Wachovia Capital Markets LLC placement agent fees of approximately $850,000. APL intends to use the net proceeds of the offering to repay a portion of its indebtedness under its senior secured term loan and to terminate certain legacy natural gas derivative positions. The common units and warrants were issued and sold in a private transaction exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.

In connection with the private placement, APL agreed to file a registration statement with the Securities and Exchange Commission covering the common units issued August 20, 2009 and the common units underlying the warrants. A copy of the form of the purchase agreement, the warrants and the registration rights agreement is attached as exhibits hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Form of Common Unit Purchase Agreement

10.2 Form of Warrant to Purchase Common Units

10.3 Form of Registration Rights Agreement

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