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EMPLOYEE SPOTLIGHT

Atlas Energy Reports 2nd Quarter 2012 Results

Brad Eubanks

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Vice President, Land the Titan transaction, ARP expanded the borrowing base on its revolving credit line from $250 million to $310 million. ▲

Our Employee Spotlight shines on individuals who make a difference within our organization. In this issue and the next several upcoming issues, we introduce employees relatively new to Atlas Energy whose vision and expertise have quickly enhanced company operations and opportunities.

NOTE: The above information contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those noted and is not a guarantee of future performance. Such forward-looking statements include, but are not limited to, statements about future financial and operating results, resource potential, the company's plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties could cause actual results to materially differ. Please refer to the Atlas Energy website as well as the posting of the Atlas Energy second quarter 2012 earnings release for additional details on the company’s financial results.

After a successful career with a major company in the oil and gas industry, Brad Eubanks joined Atlas Energy in August 2011. With proven expertise in leading lease acquisitions and negotiating joint ventures, Brad came on board at a time when Atlas Energy was positioned for growth in new acquisitions. Today, Brad heads up the team responsible for acquiring new properties as well as maintaining existing ones. His office is located in Atlas’ new 22,000-square-foot headquarters in Pittsburgh, which opened in December 2011. “I had a great 30+-year career at a major oil company, living in Houston, Texas, and wasn’t really looking to leave,” Brad explained, “but I was moved from onshore operations to managing the deepwater Gulf of Mexico business, and I felt like I was wasting my talents and experience. The deepwater business was much more about justifying huge expenditures with partners, than it was about leading lease acquisitions and negotiating joint ventures, the two areas that I had loved in my prior onshore assignments.” Brad said that he couldn’t resist joining Atlas when the land opportunity came along, and particularly after he met the folks he would be working with. “That put me over the edge and convinced me to move out of my Houston comfort zone, and I am glad I did.” Brad’s extensive land acquisition and operations background included heading up multimillion dollar acquisitions in areas in the Rockies covering hundreds of thousands of acres across several states, managing the development activities and acquisition transactions of 15 fields and more than 1,000 wells in Louisiana, as well as managing major oil-rich territories such as in Michigan, Texas, Oklahoma, and Arkansas. With a B.S. in finance from Missouri State University, and a background in legal studies at St. Louis University School of Law, Brad is a Certified Professional Landman, and has served as an officer and member of various local and national landman associations, task forces, and committees related to public land use. “What I like best about being here at Atlas, is the fact that what I do every single day makes a difference,” Brad said. “I know we still operate 9000+ legacy wells, but the ‘new Atlas’ is looking for — and finding and executing! — new opportunities in basins all over the United States, most of which I’ve worked in. The land department will play a critical role in the company’s future success.” And, we at Atlas are certain that Brad will as well. ▲

Volume 14 – Issue 3 • 3rd Quarter 2012

ENERGY NEWSLINE

T H E Q U A R T E R LY N E W S L E T T E R F O R T H E AT L A S R E S O U R C E S , L LC I N V E S T M E N T C O M M U N I T Y IN THIS ISSUE: Atlas Energy Reports 2nd Quarter 2012 Results

Employee Spotlight

page 3

page 4

page 2

ATLAS RESOURCES, LLC Park Place Corporate Center One 1000 Commerce Drive, Suite 410 Pittsburgh, PA 15275 Phone: 800-251-0171 • Fax: 412-262-7430 www.atlasresourcepartners.com This newsletter is written for informational purposes only. It is not to be represented as policy or as a promotion of or solicitation of an offer to buy or sell oil and gas interests. An offering can only be made to qualified investors through a current, effective prospectus or private placement memorandum.

ARP Becomes Headwaters Conservation Partner

This newsletter does not constitute an offer to sell or a solicitation of an offer to buy securities in Atlas Energy, Inc. © Atlas Resource Partners, L.P. 2012. All rights reserved.

4

Park Place Corporate Center One 1000 Commerce Drive, Suite 410 Pittsburgh, PA 15275

Natural Gas Liquids

Energy NewsLine is published by Atlas Resources, LLC Editorial Staff: Marci F. Bleichmar, Executive Vice President, Marketing Jack L. Hollander, Executive Vice President, Direct Participation Programs Bruce Bundy, Regional Marketing Director, Central Vicki Burbridge, Regional Marketing Director, West Barry Dow, Regional Marketing Director, Appalachia Andrew Eisen, Regional Marketing Director, East Robert Gourlay, Regional Marketing Director, Southeast Paul Tencer, Regional Marketing Director, Great Plains Nancy Hiler, Managing Editor Karen Morstad & Associates, Designer We welcome your comments/questions. Contact investorservices@atlasenergy.com or 800-251-0171 option 3

Atlas Resource Partners, L.P. (ARP) recently became the first company in the oil and gas industry to become a member of the Headwaters Conservation Partnership program sponsored by the Headwaters Resources Conservation & Development Council (HRC&D). Established in 1975, the non-profit HRC&D promotes the quality of life in north central Pennsylvania by restoring, protecting and enhancing the area’s natural and cultural resources. The group does this by providing technical assistance, implementing resource conservation projects, fostering volunteer efforts, and developing financial partnerships. “I am very pleased that Atlas Resource Partners... recognize[s] the great value the Headwaters Conservation Partnership program provides for everyone involved,” HRC&D Executive Director Dale Fox said. “I have worked with Atlas staff before, and they are wonderful to work with. They have a sincere desire to be an active part of the communities they work in.” “Headwaters RC&D would like to extend our sincere appreciation on behalf of our entire Council and McKean County for recently becoming a Partner with our Headwaters Conservation Partnership,” Ms. Fox and HRC&D Chairman Matt Marusiak wrote in a letter welcoming ARP to the program. “We have designed this innovative program to provide value to everyone involved, while enabling our rural region to accomplish badly needed conservation projects, ranging from water quality improvements from acid mine drainage and acid rain, agricultural and forestry projects, and community development and education projects related to natural resource conservation and development.”

1

Designated for McKean County The HRD&C manages projects that address agriculture, forest resource, community development, environmental education, water resource and recreational needs in eight counties — Cameron, Centre, Clearfield, Clinton, Elk, Jefferson, McKean and Potter. Since Atlas operates primarily in McKean County, they are designating their membership donation for use within that county for conservation and related community development projects. Headwaters will disperse HCP funding for eligible projects in partnership with the McKean County Conservation Districts and Planning Department. “We have many exciting projects within each of our eight counties, just waiting for enough funding to get started. Your donation to McKean County will contribute to making that happen,” Ms. Fox’s and Mr. Marusiak’s letter continued.

Commitment to the Environment ARP’s partnership with HRD&C is its latest demonstration of its commitment to the environment. ARP has complied and intends to continue to comply with all federal, state and local regulations, including the Environmental Protection Agency (EPA), the Department of Transportation (DOT) and the Occupational Safety and Health Administration (OSHA). Especially proud to be a part of the communities where it operates, ARP focuses on improving the quality of life in these regions by supporting local charities and philanthropic organizations — those that support workforce development, education, social services recreation, and environmental preservation in particular. ▲


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holds is one we cannot pass up,” the author concludes. “In trying to advance this opportunity, Atlas has navigated a changing environment…. Atlas has found it a very productive time to work with other energy companies to ensure success both for Atlas’s shareholders and for our country.”

A feature story in the American Oil & Gas Reporter in June 2012 focused on Atlas Resource Partners L.P. (ARP) and its proactive approach to implementing capital strategies as conditions change in the industry. The article, “Resource Plays Require New Capital Strategies” by Daniel C. Herz, Senior Vice President of Corporate Development and Strategy of ARP, describes ARP’s recent Carrizo and Titan acquisitions* in the Barnett Shale. “Each of these deals demonstrates [ARP’s] continuing ability to provide strong value to its unitholders through accretive transactions, and underscores the evolving nature of the domestic exploration and production business in the new era of unconventional resource plays,” the article reads.

NATURAL GAS

LIQUIDS

Oil &

For the full article, visit the website at http://www.aogr.com. ▲

f th

The article highlights ARP’s various strategies for raising the capital necessary to apply today’s technologies in the oil and gas industry. “New forms of financing have evolved to support the relatively new world of shale development,” the article states, “and Atlas has used them all–from major joint ventures to develop its minerals and pipelines, to corporate restructurings and sales, and finally, recognizing that other operating companies are in need of capital, to an exploration and production master limited partnership to acquire long-lived production from companies looking to redeploy the sales proceeds into unconventional development.”

*See the lead story in the previous issue of this newsletter for more about the Carrizo acquisition and see “ARP Reports 2nd Quarter Results” article below for more about the Titan acquisition. Note: The author of the article discussed above, Daniel C. Herz, has been senior vice president of corporate development and strategy of Atlas Energy, LP since February 2011. He was senior vice president of Atlas Pipeline Holdings, LP (now Atlas Energy, LP) from August 2007 through February 2011. Mr. Herz has been senior vice president of corporate development of Atlas Pipeline Partners, LP since August 2007, prior to which held various other senior-level positions with Atlas Energy and its affiliates. Before joining the Atlas companies, Mr. Herz was an investment banker with Bank of America Securities.

After detailing several of ARP’s transactions over the years, the article then goes on to praise the company’s adaptability, implying that its future looks promising. “The opportunity to develop the resources the United States

Daniel C. Herz

This is the second in the two-part series of articles, begun in the last newsletter issue, on natural gas liquids. NGLs are valuable byproducts of the pipeline-quality natural gas used in broad residential, commercial, and industrial applications.

What Are Some Common NGLs?

How Are NGLs Used?

Raw natural gas primarily consists of methane, that may include various amounts of heavier hydrocarbon gases, which can be processed into particular NGLs.

Each NGL has a variety of different uses.

Some common NGLs include: • Ethane • Propane • Butane

• Isobutane

Atlas Energy Reports 2nd Quarter 2012 Results

Record Average Net Production ARP reached record average net production of 62.5 Mmcfe/d for the second quarter 2012, a 57% increase from the sequential quarter and a 71% increase from the prior year quarter. Following the second quarter 2012, pro forma average net daily production reached a peak rate of approximately 102 Mmcfe/d, due to the closing of the Titan transaction in the Barnett Shale. This recent acquisition added approximately 527 Bcfe of net proved reserves, and increased total net proved reserves to over 700 Bcfe. Additionally, ARP’s borrowing base increased on its revolving credit facility to $310 million in conjunction with the Titan acquisition (see more below).

“We have taken the last several months to effectuate major transformations – acquisitions, new fields, new blockbuster wells, a new investor program – that are now generating and will increasingly generate substantial growth in distributable cash flow,” Mr. Cohen went on to say. “We are happy to reconfirm our distribution guidance for the second half of 2012 in a range of $0.90 to $1.00 per unit, as well as full year 2013 distribution guidance in a range of $2.30 to $2.45 per unit, representing approximately a 50% increase from the current annualized distribution level of $1.60 per unit.”

“We are very pleased with our results in the second quarter, especially our record production level of over 62 Mmcfe per day,” said Edward E. Cohen, Chief Executive Officer of Atlas Resource Partners. “Nonetheless, this period should be seen as a mere prelude to the sharp acceleration in distributable cash flow that we anticipate in future quarters.”

Other Highlights

Propane has many uses around homes, farms and businesses. Probably its most common and widely known use is residential, including powering outdoor grills and indoor ovens and stoves, fueling furnaces, fireplaces and space heaters, and heating water for swimming pools and spas. It is also used by farmers in propane flamers to rid crops of weeds and insects and, because of its non-toxic makeup, to fuel machines that help dry crops. Business and industry often turn to propane to power equipment like forklifts and tractors.

substantial growth in production and cash flow from that region,” said Matthew A. Jones, President of ARP. “We are also excited as we begin drilling in our new and high-returning development areas, particularly the Mississippi Lime in northwestern Oklahoma, the Utica Shale in eastern Ohio and the Marcellus Shale in northeastern Pennsylvania.”

Atlas Resource Partners, L.P. (NYSE: ARP) recently reported operating and financial results for the second quarter 2012.

Titan Acquisition On July 25, 2012, ARP acquired Titan Operating, L.L.C. (“Titan”), a privately held company based in Fort Worth, Texas. Through the Titan transaction, ARP acquired approximately 250 Bcfe of proved reserves and associated assets in the Barnett Shale in Texas. This represented ARP’s second acquisition in the Barnett Shale in 2012 (see last quarter’s newsletter issue article “Barnett Shale Acquisition Announced”).

Q2

• ARP reported adjusted earnings before interest, income taxes, depreciation and amortization (“adjusted EBITDA”), a non-GAAP measure, of $16.6 million, or $0.50 per common unit, for the second quarter 2012;

The Titan acquisition establishes ARP’s position of approximately 527 Bcfe of total net proved reserves in the region. ARP’s total net proved reserves pro forma for the acquisition are approximately 700 Bcfe, almost four times greater than its original net reserves upon first trading publicly in March 2012. The acquisition was funded through a private placement of approximately 3.8 million ARP common units and approximately 3.8 million newly-created Class B Convertible Preferred ARP units (or approximately $184 million in total equity consideration, based on the ARP closing price of $24.23 on the date of the transaction announcement on May 16, 2012), as well as approximately $15.4 million in cash for closing adjustments. Concurrent with the closing of

• ARP reported distributable cash flow, a non-GAAP measure, of $14.3 million, or $0.43 per common unit for the second quarter 2012; • ARP declared a cash distribution of $0.40 per limited partner unit for the second quarter 2012, at a coverage ratio of approximately 1.1x; and, • On a GAAP basis, ARP’s net loss was $16.7 million for the second quarter 2012, which included acquisition costs related to the recent Barnett Shale transaction.

“Since the closing of our acquisition of Titan in late July 2012, we have been able to commence our drilling plan for the Barnett Shale in order to drive

Source: Energy Information Administration

Can You Describe the NGL Marketplace? When present in the natural gas produced from a well, NGLs are extracted from the natural gas since they often have a higher value as separate products in the marketplace. Each type of NGL is marketed and sold separately. “Current elevated levels of domestic oil and gas development have pushed NGL production to an all-time high,” according to the Energy Information Administration. Record U.S. production in 2011 accounted for about 2.18 million barrels per day, according to the Independent Petroleum Association of America. This translates into a major marketplace with annual U.S. generated NGL revenues of about $42 billion, according to an April 2012 estimate by Tudor Pickering Holt & Co.

Butane is a highly flammable gas that is easy to liquify, which makes it particularly useful as fuel for refillable and disposable cigarette lighters, butane torches used for caramelizing sugar in cooking, glassmaking, and specially designed grills and camping stoves. The purest forms of butane also can be used as refrigerants in household refrigerators and freezers. Also, cordless hair irons are heated with a cartridge of butane. Mixed with propane and other products to make LPG (liquified petroleum gas), butane is used as fuel for vehicles, in aerosol sprays as a propellant, and in the production of other petrochemicals. Isobutane has come into more popular use during the past couple of decades. For example, concerns with depletion of the ozone layer by freon gases have led to increased use of isobutane as a gas for refrigeration systems, especially in domestic refrigerators and freezers, and as a propellant in aerosol sprays. Some portable camp stoves use a mixture of isobutane with propane. With its impact on refrigeration, using isobutane as an element in window air conditioners, central air systems, and vehicular cooling systems is also being studied. ▲ SOURCES: Energy Information Administration – Natural Gas Processing: The Crucial Link; NaturalGas.org; http://www.wisegeek.com; http://www.ehow.com; The NGL Report Summary, Tudor Pickering Holt & Co., April 27, 2012.

Continued on page 4

2

Ethane is used primarily in the chemical industry to produce ethylene, which is widely used for quickening the process of food ripening, making plastics, and producing welding gas. Ethane can also be used as a refrigerant in cryogenic systems.

3


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ARP Featured in American Oil & Gas Reporter

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holds is one we cannot pass up,” the author concludes. “In trying to advance this opportunity, Atlas has navigated a changing environment…. Atlas has found it a very productive time to work with other energy companies to ensure success both for Atlas’s shareholders and for our country.”

A feature story in the American Oil & Gas Reporter in June 2012 focused on Atlas Resource Partners L.P. (ARP) and its proactive approach to implementing capital strategies as conditions change in the industry. The article, “Resource Plays Require New Capital Strategies” by Daniel C. Herz, Senior Vice President of Corporate Development and Strategy of ARP, describes ARP’s recent Carrizo and Titan acquisitions* in the Barnett Shale. “Each of these deals demonstrates [ARP’s] continuing ability to provide strong value to its unitholders through accretive transactions, and underscores the evolving nature of the domestic exploration and production business in the new era of unconventional resource plays,” the article reads.

NATURAL GAS

LIQUIDS

Oil &

For the full article, visit the website at http://www.aogr.com. ▲

f th

The article highlights ARP’s various strategies for raising the capital necessary to apply today’s technologies in the oil and gas industry. “New forms of financing have evolved to support the relatively new world of shale development,” the article states, “and Atlas has used them all–from major joint ventures to develop its minerals and pipelines, to corporate restructurings and sales, and finally, recognizing that other operating companies are in need of capital, to an exploration and production master limited partnership to acquire long-lived production from companies looking to redeploy the sales proceeds into unconventional development.”

*See the lead story in the previous issue of this newsletter for more about the Carrizo acquisition and see “ARP Reports 2nd Quarter Results” article below for more about the Titan acquisition. Note: The author of the article discussed above, Daniel C. Herz, has been senior vice president of corporate development and strategy of Atlas Energy, LP since February 2011. He was senior vice president of Atlas Pipeline Holdings, LP (now Atlas Energy, LP) from August 2007 through February 2011. Mr. Herz has been senior vice president of corporate development of Atlas Pipeline Partners, LP since August 2007, prior to which held various other senior-level positions with Atlas Energy and its affiliates. Before joining the Atlas companies, Mr. Herz was an investment banker with Bank of America Securities.

After detailing several of ARP’s transactions over the years, the article then goes on to praise the company’s adaptability, implying that its future looks promising. “The opportunity to develop the resources the United States

Daniel C. Herz

This is the second in the two-part series of articles, begun in the last newsletter issue, on natural gas liquids. NGLs are valuable byproducts of the pipeline-quality natural gas used in broad residential, commercial, and industrial applications.

What Are Some Common NGLs?

How Are NGLs Used?

Raw natural gas primarily consists of methane, that may include various amounts of heavier hydrocarbon gases, which can be processed into particular NGLs.

Each NGL has a variety of different uses.

Some common NGLs include: • Ethane • Propane • Butane

• Isobutane

Atlas Energy Reports 2nd Quarter 2012 Results

Record Average Net Production ARP reached record average net production of 62.5 Mmcfe/d for the second quarter 2012, a 57% increase from the sequential quarter and a 71% increase from the prior year quarter. Following the second quarter 2012, pro forma average net daily production reached a peak rate of approximately 102 Mmcfe/d, due to the closing of the Titan transaction in the Barnett Shale. This recent acquisition added approximately 527 Bcfe of net proved reserves, and increased total net proved reserves to over 700 Bcfe. Additionally, ARP’s borrowing base increased on its revolving credit facility to $310 million in conjunction with the Titan acquisition (see more below).

“We have taken the last several months to effectuate major transformations – acquisitions, new fields, new blockbuster wells, a new investor program – that are now generating and will increasingly generate substantial growth in distributable cash flow,” Mr. Cohen went on to say. “We are happy to reconfirm our distribution guidance for the second half of 2012 in a range of $0.90 to $1.00 per unit, as well as full year 2013 distribution guidance in a range of $2.30 to $2.45 per unit, representing approximately a 50% increase from the current annualized distribution level of $1.60 per unit.”

“We are very pleased with our results in the second quarter, especially our record production level of over 62 Mmcfe per day,” said Edward E. Cohen, Chief Executive Officer of Atlas Resource Partners. “Nonetheless, this period should be seen as a mere prelude to the sharp acceleration in distributable cash flow that we anticipate in future quarters.”

Other Highlights

Propane has many uses around homes, farms and businesses. Probably its most common and widely known use is residential, including powering outdoor grills and indoor ovens and stoves, fueling furnaces, fireplaces and space heaters, and heating water for swimming pools and spas. It is also used by farmers in propane flamers to rid crops of weeds and insects and, because of its non-toxic makeup, to fuel machines that help dry crops. Business and industry often turn to propane to power equipment like forklifts and tractors.

substantial growth in production and cash flow from that region,” said Matthew A. Jones, President of ARP. “We are also excited as we begin drilling in our new and high-returning development areas, particularly the Mississippi Lime in northwestern Oklahoma, the Utica Shale in eastern Ohio and the Marcellus Shale in northeastern Pennsylvania.”

Atlas Resource Partners, L.P. (NYSE: ARP) recently reported operating and financial results for the second quarter 2012.

Titan Acquisition On July 25, 2012, ARP acquired Titan Operating, L.L.C. (“Titan”), a privately held company based in Fort Worth, Texas. Through the Titan transaction, ARP acquired approximately 250 Bcfe of proved reserves and associated assets in the Barnett Shale in Texas. This represented ARP’s second acquisition in the Barnett Shale in 2012 (see last quarter’s newsletter issue article “Barnett Shale Acquisition Announced”).

Q2

• ARP reported adjusted earnings before interest, income taxes, depreciation and amortization (“adjusted EBITDA”), a non-GAAP measure, of $16.6 million, or $0.50 per common unit, for the second quarter 2012;

The Titan acquisition establishes ARP’s position of approximately 527 Bcfe of total net proved reserves in the region. ARP’s total net proved reserves pro forma for the acquisition are approximately 700 Bcfe, almost four times greater than its original net reserves upon first trading publicly in March 2012. The acquisition was funded through a private placement of approximately 3.8 million ARP common units and approximately 3.8 million newly-created Class B Convertible Preferred ARP units (or approximately $184 million in total equity consideration, based on the ARP closing price of $24.23 on the date of the transaction announcement on May 16, 2012), as well as approximately $15.4 million in cash for closing adjustments. Concurrent with the closing of

• ARP reported distributable cash flow, a non-GAAP measure, of $14.3 million, or $0.43 per common unit for the second quarter 2012; • ARP declared a cash distribution of $0.40 per limited partner unit for the second quarter 2012, at a coverage ratio of approximately 1.1x; and, • On a GAAP basis, ARP’s net loss was $16.7 million for the second quarter 2012, which included acquisition costs related to the recent Barnett Shale transaction.

“Since the closing of our acquisition of Titan in late July 2012, we have been able to commence our drilling plan for the Barnett Shale in order to drive

Source: Energy Information Administration

Can You Describe the NGL Marketplace? When present in the natural gas produced from a well, NGLs are extracted from the natural gas since they often have a higher value as separate products in the marketplace. Each type of NGL is marketed and sold separately. “Current elevated levels of domestic oil and gas development have pushed NGL production to an all-time high,” according to the Energy Information Administration. Record U.S. production in 2011 accounted for about 2.18 million barrels per day, according to the Independent Petroleum Association of America. This translates into a major marketplace with annual U.S. generated NGL revenues of about $42 billion, according to an April 2012 estimate by Tudor Pickering Holt & Co.

Butane is a highly flammable gas that is easy to liquify, which makes it particularly useful as fuel for refillable and disposable cigarette lighters, butane torches used for caramelizing sugar in cooking, glassmaking, and specially designed grills and camping stoves. The purest forms of butane also can be used as refrigerants in household refrigerators and freezers. Also, cordless hair irons are heated with a cartridge of butane. Mixed with propane and other products to make LPG (liquified petroleum gas), butane is used as fuel for vehicles, in aerosol sprays as a propellant, and in the production of other petrochemicals. Isobutane has come into more popular use during the past couple of decades. For example, concerns with depletion of the ozone layer by freon gases have led to increased use of isobutane as a gas for refrigeration systems, especially in domestic refrigerators and freezers, and as a propellant in aerosol sprays. Some portable camp stoves use a mixture of isobutane with propane. With its impact on refrigeration, using isobutane as an element in window air conditioners, central air systems, and vehicular cooling systems is also being studied. ▲ SOURCES: Energy Information Administration – Natural Gas Processing: The Crucial Link; NaturalGas.org; http://www.wisegeek.com; http://www.ehow.com; The NGL Report Summary, Tudor Pickering Holt & Co., April 27, 2012.

Continued on page 4

2

Ethane is used primarily in the chemical industry to produce ethylene, which is widely used for quickening the process of food ripening, making plastics, and producing welding gas. Ethane can also be used as a refrigerant in cryogenic systems.

3


Atlas_Q3_2012_Newsletter_Mech.qxd:Layout 1

9/24/12

11:31 AM

Page 1

EMPLOYEE SPOTLIGHT

Atlas Energy Reports 2nd Quarter 2012 Results

Brad Eubanks

continued from page 2

Vice President, Land the Titan transaction, ARP expanded the borrowing base on its revolving credit line from $250 million to $310 million. ▲

Our Employee Spotlight shines on individuals who make a difference within our organization. In this issue and the next several upcoming issues, we introduce employees relatively new to Atlas Energy whose vision and expertise have quickly enhanced company operations and opportunities.

NOTE: The above information contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those noted and is not a guarantee of future performance. Such forward-looking statements include, but are not limited to, statements about future financial and operating results, resource potential, the company's plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties could cause actual results to materially differ. Please refer to the Atlas Energy website as well as the posting of the Atlas Energy second quarter 2012 earnings release for additional details on the company’s financial results.

After a successful career with a major company in the oil and gas industry, Brad Eubanks joined Atlas Energy in August 2011. With proven expertise in leading lease acquisitions and negotiating joint ventures, Brad came on board at a time when Atlas Energy was positioned for growth in new acquisitions. Today, Brad heads up the team responsible for acquiring new properties as well as maintaining existing ones. His office is located in Atlas’ new 22,000-square-foot headquarters in Pittsburgh, which opened in December 2011. “I had a great 30+-year career at a major oil company, living in Houston, Texas, and wasn’t really looking to leave,” Brad explained, “but I was moved from onshore operations to managing the deepwater Gulf of Mexico business, and I felt like I was wasting my talents and experience. The deepwater business was much more about justifying huge expenditures with partners, than it was about leading lease acquisitions and negotiating joint ventures, the two areas that I had loved in my prior onshore assignments.” Brad said that he couldn’t resist joining Atlas when the land opportunity came along, and particularly after he met the folks he would be working with. “That put me over the edge and convinced me to move out of my Houston comfort zone, and I am glad I did.” Brad’s extensive land acquisition and operations background included heading up multimillion dollar acquisitions in areas in the Rockies covering hundreds of thousands of acres across several states, managing the development activities and acquisition transactions of 15 fields and more than 1,000 wells in Louisiana, as well as managing major oil-rich territories such as in Michigan, Texas, Oklahoma, and Arkansas. With a B.S. in finance from Missouri State University, and a background in legal studies at St. Louis University School of Law, Brad is a Certified Professional Landman, and has served as an officer and member of various local and national landman associations, task forces, and committees related to public land use. “What I like best about being here at Atlas, is the fact that what I do every single day makes a difference,” Brad said. “I know we still operate 9000+ legacy wells, but the ‘new Atlas’ is looking for — and finding and executing! — new opportunities in basins all over the United States, most of which I’ve worked in. The land department will play a critical role in the company’s future success.” And, we at Atlas are certain that Brad will as well. ▲

Volume 14 – Issue 3 • 3rd Quarter 2012

ENERGY NEWSLINE

T H E Q U A R T E R LY N E W S L E T T E R F O R T H E AT L A S R E S O U R C E S , L LC I N V E S T M E N T C O M M U N I T Y IN THIS ISSUE: Atlas Energy Reports 2nd Quarter 2012 Results

Employee Spotlight

page 3

page 4

page 2

ATLAS RESOURCES, LLC Park Place Corporate Center One 1000 Commerce Drive, Suite 410 Pittsburgh, PA 15275 Phone: 800-251-0171 • Fax: 412-262-7430 www.atlasresourcepartners.com This newsletter is written for informational purposes only. It is not to be represented as policy or as a promotion of or solicitation of an offer to buy or sell oil and gas interests. An offering can only be made to qualified investors through a current, effective prospectus or private placement memorandum.

ARP Becomes Headwaters Conservation Partner

This newsletter does not constitute an offer to sell or a solicitation of an offer to buy securities in Atlas Energy, Inc. © Atlas Resource Partners, L.P. 2012. All rights reserved.

4

Park Place Corporate Center One 1000 Commerce Drive, Suite 410 Pittsburgh, PA 15275

Natural Gas Liquids

Energy NewsLine is published by Atlas Resources, LLC Editorial Staff: Marci F. Bleichmar, Executive Vice President, Marketing Jack L. Hollander, Executive Vice President, Direct Participation Programs Bruce Bundy, Regional Marketing Director, Central Vicki Burbridge, Regional Marketing Director, West Barry Dow, Regional Marketing Director, Appalachia Andrew Eisen, Regional Marketing Director, East Robert Gourlay, Regional Marketing Director, Southeast Paul Tencer, Regional Marketing Director, Great Plains Nancy Hiler, Managing Editor Karen Morstad & Associates, Designer We welcome your comments/questions. Contact investorservices@atlasenergy.com or 800-251-0171 option 3

Atlas Resource Partners, L.P. (ARP) recently became the first company in the oil and gas industry to become a member of the Headwaters Conservation Partnership program sponsored by the Headwaters Resources Conservation & Development Council (HRC&D). Established in 1975, the non-profit HRC&D promotes the quality of life in north central Pennsylvania by restoring, protecting and enhancing the area’s natural and cultural resources. The group does this by providing technical assistance, implementing resource conservation projects, fostering volunteer efforts, and developing financial partnerships. “I am very pleased that Atlas Resource Partners... recognize[s] the great value the Headwaters Conservation Partnership program provides for everyone involved,” HRC&D Executive Director Dale Fox said. “I have worked with Atlas staff before, and they are wonderful to work with. They have a sincere desire to be an active part of the communities they work in.” “Headwaters RC&D would like to extend our sincere appreciation on behalf of our entire Council and McKean County for recently becoming a Partner with our Headwaters Conservation Partnership,” Ms. Fox and HRC&D Chairman Matt Marusiak wrote in a letter welcoming ARP to the program. “We have designed this innovative program to provide value to everyone involved, while enabling our rural region to accomplish badly needed conservation projects, ranging from water quality improvements from acid mine drainage and acid rain, agricultural and forestry projects, and community development and education projects related to natural resource conservation and development.”

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Designated for McKean County The HRD&C manages projects that address agriculture, forest resource, community development, environmental education, water resource and recreational needs in eight counties — Cameron, Centre, Clearfield, Clinton, Elk, Jefferson, McKean and Potter. Since Atlas operates primarily in McKean County, they are designating their membership donation for use within that county for conservation and related community development projects. Headwaters will disperse HCP funding for eligible projects in partnership with the McKean County Conservation Districts and Planning Department. “We have many exciting projects within each of our eight counties, just waiting for enough funding to get started. Your donation to McKean County will contribute to making that happen,” Ms. Fox’s and Mr. Marusiak’s letter continued.

Commitment to the Environment ARP’s partnership with HRD&C is its latest demonstration of its commitment to the environment. ARP has complied and intends to continue to comply with all federal, state and local regulations, including the Environmental Protection Agency (EPA), the Department of Transportation (DOT) and the Occupational Safety and Health Administration (OSHA). Especially proud to be a part of the communities where it operates, ARP focuses on improving the quality of life in these regions by supporting local charities and philanthropic organizations — those that support workforce development, education, social services recreation, and environmental preservation in particular. ▲


Atlas Resources, LLC - Energy Newsline - Q3 2012