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 I N V E S T M E N T C O M M U N I T Y

ENERGY

Volume 15 – Issue 2 • Summer 2013

NEWSLINE Energy NewsLine is published by Atlas Resources, LLC

Editorial Staff: Marci F. Bleichmar, Executive Vice President, MarketingJack L. Hollander, Executive Vice President, Direct Participation ProgramsBruce Bundy, Regional Marketing Director, Great PlainsVicki Burbridge, Regional Marketing Director, Pacific WestBarry Dow, Regional Marketing Director, Mid-AtlanticAndrew Eisen, Regional Marketing Director, NortheastRobert Gourlay, Regional Marketing Director, SoutheastNeil Nakagawa, Regional Marketing Director, WestJeff Smith, Regional Marketing Director, EastPaul Tencer, Regional Marketing Director, MidwestNancy Hiler, Managing EditorKaren Morstad & Associates, DesignerWe welcome your comments/questions. Contactinvestorservices@atlasenergy.com or 800-251-0171 option 3.

TEAK MidstreamAcquiredpage 1

IN THIS ISSUE:Natural Gas Expansion BenefitingU.S. Economypages 1-2

Natural Gas Increasingly Replacing Coal page 3

ARP to Acquire Natural GasProved Reserves from EP Energypage 2

Atlas EmployeesWin PrestigiousAIMEE Awardspage 2

Park Place Corporate Center One1000 Commerce Drive, Suite 410Pittsburgh, PA 15275

The announcement was made on May. 7, 2013, and the effective date ofthe acquisition was April 1, 2013.

Final cash consideration for TEAK totaled $1.0 billion, subject to working capital and other adjustments contemplated by the Purchaseand Sale Agreement. APL is active in the gathering and processing segments of the midstream natural gas industry.

“We are very pleased to complete this tremendous acquisition for APL,and we anticipate strong growth from these well-positioned assets,”said Edward E. Cohen, Chief Executive Officer of Atlas Energy.

TEAK AssetsThe TEAK assets in the Eagle Ford Shale include the following:

•200 MMcfd of cryogenic processing capacity (“Silver Oak I”);•A second 200 MMcfd cryogenic processing facility to be in

service in the first quarter of 2014 (“Silver Oak II”);•265 miles of primarily 20” to 24” gathering and residue lines

with 750 MMcfd of throughput capacity; and•275 miles of low pressure gathering lines. ▲

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. Suchforward-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 referto the Atlas Energy website for more information.

A recent report by the Small Business & Entrepreneurship (SBE) Council found that increased natural gas production and exports in recent years have greatly benefited the U.S. economy.

According to the report, titled “The Benefits of Natural Gas Productionand Exports for U.S. Small Businesses,” while total U.S. employmentand firms experienced a decline between 2005 to 2010, there has beensignificant growth in the number of employer firms and jobs in the energy sector, with job growth most striking among small businesses.The report, which was released on May 4, 2013, also points to the needfor policies that encourage and enable this positive development for theU.S. economy. The SBE Council is a nonpartisan nonprofit advocacy, research and educational organization based in Washington, D.C.

“Boon for Small Business”“The tremendous increase in domestic natural gas production has beena boon for small business and job growth in the energy sector in recentyears,” said Raymond J. Keating, chief economist for SBE Council andauthor of the report.

“Looking ahead, growth opportunities for small businesses and employment in the U.S. energy sector look bright due to increased natural gas demand, including in international markets. The opportunity exists for exporting liquefied natural gas (LNG). Expanded demand for U.S. natural gas internationally will be a net positive, resulting in greater U.S. natural gas production, increased investment, enhanced GDP growth, rising incomes, and more jobs.”

The report looks at some of the opportunities that have emerged forthe U.S. economy due to the recent increase in natural gas production.“The expectation that nearly two-thirds of LNG exports would be metvia new production speaks to further strong growth for small and midsize businesses, and for employment,” Mr. Keating noted.

In particular, the report focuses on the growth in jobs and the numberof small and midsize businesses in key energy sectors, including in tenstates where natural gas production increased and where such production is expected to expand. Among the states highlighted areseveral in which Atlas Resources and its affiliates operate — Colorado,Ohio, Oklahoma, Pennsylvania, Texas and West Virginia.

Growth by the NumbersNatural Gas Production.The report noted that U.S. natural gas marketed production grew by 27 percent between 2005 and 2011.

Energy Jobs.While total U.S. employment declined by 3.7 percent from 2005 to 2010, energy jobs grew:

•by 27.6 percent in the oil and gas extraction sector; •by 15.1 percent in the drilling oil and gas wells sector; •by 38.5 percent in the support sector for oil and gas

operations; •by 47 percent in the oil and gas pipeline and related

structures construction sector; •and by 62 percent in the oil and gas field machinery and

equipment manufacturing sector.(continued on page 2)

TEAK Midstream AcquiredAtlas Energy recently announced that its midstream subsidiary,Atlas Pipeline Partners, L.P. (APL), has closed on the purchase ofTEAK Midstream, L.L.C. (“TEAK”), a private midstream company.

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Natural Gas Expansion BenefitingU.S. Economy, SBE Council Reports

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THE QUARTERLY NEWSLETTER FOR THE ATLAS INVESTMENT COMMUNITY ENERGY

Volume 15 –Issue 2 • Summer 2013

NEWSLINE Energy NewsLineis published by Atlas Resources, LLC

Editorial Staff: Marci F. Bleichmar, Executive Vice President, MarketingJack L. Hollander, Executive Vice President, Direct Participation ProgramsBruce Bundy, Regional Marketing Director, Great PlainsVicki Burbridge, Regional Marketing Director, Pacific WestBarry Dow, Regional Marketing Director, Mid-AtlanticAndrew Eisen, Regional Marketing Director, NortheastRobert Gourlay, Regional Marketing Director, SoutheastNeil Nakagawa, Regional Marketing Director, WestJeff Smith, Regional Marketing Director, EastPaul Tencer, Regional Marketing Director, MidwestNancy Hiler, Managing EditorKaren Morstad & Associates, DesignerWe welcome your comments/questions. Contactinvestorservices@atlasenergy.com or 800-251-0171 option 3.

TEAK MidstreamAcquiredpage 1

IN THIS ISSUE:Natural Gas Expansion BenefitingU.S. Economypages 1-2

Natural Gas Increasingly Replacing Coal page 3

ARP to Acquire Natural GasProved Reserves from EP Energypage 2

Atlas EmployeesWin PrestigiousAIMEE Awardspage 2

Park Place Corporate Center One1000 Commerce Drive, Suite 410Pittsburgh, PA 15275

The announcement was made on May. 7, 2013, and the effective date ofthe acquisition was April 1, 2013.

Final cash consideration for TEAK totaled $1.0 billion, subject to working capital and other adjustments contemplated by the Purchaseand Sale Agreement. APL is active in the gathering and processing segments of the midstream natural gas industry.

“We are very pleased to complete this tremendous acquisition for APL,and we anticipate strong growth from these well-positioned assets,”said Edward E. Cohen, Chief Executive Officer of Atlas Energy.

TEAK AssetsThe TEAK assets in the Eagle Ford Shale include the following:

• 200 MMcfd of cryogenic processing capacity (“Silver Oak I”);• A second 200 MMcfd cryogenic processing facility to be in

service in the first quarter of 2014 (“Silver Oak II”);• 265 miles of primarily 20” to 24” gathering and residue lines

with 750 MMcfd of throughput capacity; and• 275 miles of low pressure gathering lines. ▲

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. Suchforward-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 referto the Atlas Energy website for more information.

A recent report by the Small Business & Entrepreneurship (SBE) Council found that increased natural gas production and exports in recent years have greatly benefited the U.S. economy.

According to the report, titled “The Benefits of Natural Gas Productionand Exports for U.S. Small Businesses,” while total U.S. employmentand firms experienced a decline between 2005 to 2010, there has beensignificant growth in the number of employer firms and jobs in the energy sector, with job growth most striking among small businesses.The report, which was released on May 4, 2013, also points to the needfor policies that encourage and enable this positive development for theU.S. economy. The SBE Council is a nonpartisan nonprofit advocacy, research and educational organization based in Washington, D.C.

“Boon for Small Business”“The tremendous increase in domestic natural gas production has beena boon for small business and job growth in the energy sector in recentyears,” said Raymond J. Keating, chief economist for SBE Council andauthor of the report.

“Looking ahead, growth opportunities for small businesses and employment in the U.S. energy sector look bright due to increased natural gas demand, including in international markets. The opportunity exists for exporting liquefied natural gas (LNG). Expanded demand for U.S. natural gas internationally will be a net positive, resulting in greater U.S. natural gas production, increased investment, enhanced GDP growth, rising incomes, and more jobs.”

The report looks at some of the opportunities that have emerged forthe U.S. economy due to the recent increase in natural gas production.“The expectation that nearly two-thirds of LNG exports would be metvia new production speaks to further strong growth for small and midsize businesses, and for employment,” Mr. Keating noted.

In particular, the report focuses on the growth in jobs and the numberof small and midsize businesses in key energy sectors, including in tenstates where natural gas production increased and where such production is expected to expand. Among the states highlighted areseveral in which Atlas Resources and its affiliates operate — Colorado,Ohio, Oklahoma, Pennsylvania, Texas and West Virginia.

Growth by the NumbersNatural Gas Production. The report noted that U.S. natural gas marketed production grew by 27 percent between 2005 and 2011.

Energy Jobs. While total U.S. employment declined by 3.7 percent from 2005 to 2010, energy jobs grew:

• by 27.6 percent in the oil and gas extraction sector; • by 15.1 percent in the drilling oil and gas wells sector; • by 38.5 percent in the support sector for oil and gas

operations; • by 47 percent in the oil and gas pipeline and related

structures construction sector; • and by 62 percent in the oil and gas field machinery and

equipment manufacturing sector.(continued on page 2)

TEAK Midstream AcquiredAtlas Energy recently announced that its midstream subsidiary,Atlas Pipeline Partners, L.P. (APL), has closed on the purchase ofTEAK Midstream, L.L.C. (“TEAK”), a private midstream company.

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Natural Gas Expansion BenefitingU.S. Economy, SBE Council Reports

Atlas_Q2_2013_Newsletter_Mech.qxd:Layout 1 6/27/13 8:54 AM Page 1

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Atlas Employees Win Prestigious AIMEE Awards Members of the Tuscarawas Valley Desk and Derrick Club recently earned seven Achievement in Maintaining Energy Excellence (AIMEE) Awards of Merit out of nine possible categories, awardedby the West Virginia Desk and Derrick Club, Region I.

A few members of the Atlas employee family, Mary Monastra, Kristen Taylor, Angel Perry andMandy Beighley, wrote one of the 1st place submissions, the “2013 Best Desk and Derrick Article”.

“Out of 47 members in the Tuscarawas Valley Desk and Derrick Club, Atlas has 19 members, thebiggest company presence,” noted Mandy Beighley, Revenue Accountant with Atlas Energy. “Ourmembers are actively part of the club whether they are committee members or chairmen and onthe board.”

All first-place submissions go on to be judged at the 62nd Annual DADC National Convention this September in Charleston, West Virginia. Congrats and best of luck in the nationals to all!

By way of background, the Association of Desk and Derrick Clubs is a non-profit organizationwhose some 2,500 members are employed in or affiliated with the petroleum, energy and allied industries. There are 59 clubs in seven regions throughout the United States and Canada. The purpose of the association is to promote the education and professional development of individuals employed in or affiliated with the petroleum, energy and allied industries, and to educate the general public about these industries. ▲

3

While a variety of fuel sources are used in the U.S. to generateelectricity, natural gas is increasingly replacing coal as the fuelof choice. Also, the use of this cleaner fuel is contributing to a decrease in carbon monoxide emissions according to recent reports.

Over the past 20 years, natural gas has been the go-to fuel fornew electricity generation capacity, the U.S. Department of Energy’s Information Administration (EIA)’s Annual EnergyOutlook 2013 reports. From 1990 to 2011, natural gas-firedplants accounted for 77 percent of all generating capacity additions, and are expected to account for 80 percent by 2035,according to the EIA.

“In 2012, coal-fueled generation provided a little more than 39 percent of all electricity, down from 50 percent in 2005,” according to a report, titled Leveraging Natural Gas to ReduceGreenhouse Gas Emissions, by the independent energy researchorganization, Center for Climate and Energy Solutions. That’s aremarkable 11 percent drop in just seven years.

Cleaner Fuel Means Lower EmissionsEmissions of carbon dioxide have fallen at an unprecedentedrate in recent years. Since 2007, carbon dioxide emissions fromelectricity generation have tumbled more than 15 percent, a recent article in the New York Times points out.

“With the exception of 2010, emissions have declined everyyear since 2007,” the EIA reports. “Energy-related carbon dioxide emissions in 2012 were the lowest in the United Statessince 1994, at 5.3 billion metric tons of carbon dioxide,” reportsthe EIA. The EIA attributes the exceptionally large drop in emissions in 2012 to the move away from coal, almost exclusively used for electricity generation.

Although coal is considered the least expensive fuel for generating electricity, it is also considered the dirtiest, releasing the highest levels of pollutants into the air (emissionrates at right).Regulations limiting the emissions of powerplants have forced many to come up with new methods of generating power, while lessening environmental damage. Andnatural gas, a cleaner alternative and more abundant due tonew technologies used to extract it from shale, increasinglyprompt it to become the popular alternative.

Generation of electricity contributes about 40 percent of allU.S. carbon dioxide emissions. All other things being equal, amegawatt-hour of natural gas-fired generation contributesaround half the amount of carbon dioxide emissions from coal-fired generation and about 68 percent of the amount ofcarbon dioxide emissions from oil-fired generation, the Centerfor Climate and Energy Solutions reports. Power plant emissionrates of sulfur dioxide and nitrogen oxides are also lower fornatural gas than for oil or coal. See “Average Fossil Fuel PowerPlant Emission Rates” chart at right.

While other factors contributing to the lower emissions includedecreased demand for transportation fuels, stricter standardsfor fuel efficient vehicles and energy efficient buildings, andsmall steps toward expanding renewable energy sources, andin some years, mild winter temperatures that reduced demandfor heating, the coal to natural gas switch is a major factor. ▲

SOURCES: Center for Climate and Energy Solutions; U.S. Energy Information Administration, Monthly Energy Review, April 5, 2013, and Annual Energy Outlook 2013,Release Dates: April 15-May 2, 2013, Naturalgas.org; “A Model for Reducing Emissions,” The New York Times, March 19, 2013; and “Natural Gas a Raging Bull in ItsBattle With Coal”, CNBC.com.

Natural Gas Increasingly Replacing Coal

ARP to Acquire Natural Gas Proved Reserves from EP EnergyAtlas Energy, L.P. (Atlas Energy) announced on June 10, 2013 that itsE&P subsidiary, Atlas Resource Partners, L.P. (ARP), has entered into a definitive agreement to acquire approximately 466 Bcf of long-lived,low decline natural gas proved reserves in the Raton (New Mexico) andBlack Warrior (Alabama) Basins from EP Energy E&P Company, L.P. (EP Energy), a wholly owned subsidiary of EP Energy LLC, for $733 million. In addition, Atlas Energy will acquire approximately 45 Bcf of natural gasproved reserves in the Arkoma Basin (southeastern Oklahoma) from EPEnergy for approximately $67 million. The transaction, which is expectedto close in the third quarter 2013 and is subject to purchase price adjustments, has an effective date of May 1, 2013.

“This acquisition is expected to be transformative for ARP, significantlyexpanding the breadth and scope of its E&P operations, increasing cashflow, and substantially de-risking its business,” said Edward E. Cohen,Chief Executive Officer of Atlas Energy.

The transaction is immediately accretive to Atlas Energy and ARP. AtlasEnergy will provide full-year 2014 distribution guidance of $2.50 to $2.80per unit, approximately a 115% increase compared to the current

annualized distribution rate of $1.24 per unit. Also, Atlas Energy will directly acquire 45 Bcf of proved reserves from EP Energy for $67 million.Current production on ARP’s acquired assets of approximately 119MMcfd, which nearly doubles existing net production for May 2013.

Upon closing, the new EP Energy assets are expected to immediately provide ARP with accretive cash flow from a substantial amount of mature, low-declining natural gas production in various regions, primarily in various producing areas including the Raton Basin and theBlack Warrior Basin. The acquired properties represent approximately466 Bcf of natural gas proved reserves, of which 93% are proved developed. The assets currently produce approximately 119 MMcfd of natural gas, which nearly doubles ARP’s existing net production for May 2013. ▲

NOTE: The above information contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differmaterially 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 referto the Atlas Energy website for more information.

Electricity Generation Additions by Fuel Type 2010-2035 (GW)

Average Fossil Fuel Power Plant Emission Rates (lbs/MWh)

Source: Energy Information Agency, U.S. Department of Energy, 2011

Source: U.S. Environmental Protection Agency

GenerationFuel Type

Carbon Dioxide

Sulfur Dioxide

Nitrogen Oxides

Coal 2,249 13 6

Oil 1,672 12 4

Natural Gas 1,135 0.1 1.7Natural Gas Expansion Benefiting U.S. Economy, SBE Council Reports (continued from page 1)

Energy Employers. As for business growth, while total U.S. employerfirms declined from 2005 to 2010, the number of energy employer firms grew:

• by 3.1 percent among oil and gas extraction businesses (including growth of 2.5 percent among firms with less than 20 workers);

• by 7.2 percent among drilling oil and gas wells businesses (including growth of 4.7 percent among firms with less than 20 workers);

• by 24.5 percent among oil and gas operations businesses (including growth of 24.5 percent among firms with less than 20 workers);

• by 5.1 percent among oil and gas pipeline and related structures construction businesses (including growth of 3.5 percent among firms with less than 500 workers);

• and by 61 percent among oil and gas field machinery and equipment manufacturing businesses (including growth of 59.0 percent among firms with less than 20 workers).

Policies Needed“Policymakers – at the federal level and in the states – must make surethat policies support enhanced domestic energy production, and therefore increased opportunity for small businesses and workers,”Mr. Keating concluded. “It is critical that they resist regulatory and taxmeasures that would undercut domestic energy production, includingpolicies that would in any way limit natural gas exports.”

For more information, including summaries of each state examined in thereport, visit the SBE Council’s website, http://www.sbecouncil.org. ▲

SOURCE: SBE Council’s “The Benefits of Natural Gas Production and Exports for U.S.Small Businesses.”

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50.00

40.00

30.00

20.00

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Nuclear Coal Renewables/Other Natural Gas

2010-2015 2016-2020 2021-2025 2026-2030 2031-2035

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Atlas Employees Win Prestigious AIMEE Awards Members of the Tuscarawas Valley Desk and Derrick Club recently earned seven Achievement in Maintaining Energy Excellence (AIMEE) Awards of Merit out of nine possible categories, awardedby the West Virginia Desk and Derrick Club, Region I.

A few members of the Atlas employee family, Mary Monastra, Kristen Taylor, Angel Perry andMandy Beighley, wrote one of the 1st place submissions, the “2013 Best Desk and Derrick Article”.

“Out of 47 members in the Tuscarawas Valley Desk and Derrick Club, Atlas has 19 members, thebiggest company presence,” noted Mandy Beighley, Revenue Accountant with Atlas Energy. “Ourmembers are actively part of the club whether they are committee members or chairmen and onthe board.”

All first-place submissions go on to be judged at the 62nd Annual DADC National Convention this September in Charleston, West Virginia. Congrats and best of luck in the nationals to all!

By way of background, the Association of Desk and Derrick Clubs is a non-profit organizationwhose some 2,500 members are employed in or affiliated with the petroleum, energy and allied industries. There are 59 clubs in seven regions throughout the United States and Canada. The purpose of the association is to promote the education and professional development of individuals employed in or affiliated with the petroleum, energy and allied industries, and to educate the general public about these industries. ▲

3

While a variety of fuel sources are used in the U.S. to generateelectricity, natural gas is increasingly replacing coal as the fuelof choice. Also, the use of this cleaner fuel is contributing to a decrease in carbon monoxide emissions according to recent reports.

Over the past 20 years, natural gas has been the go-to fuel fornew electricity generation capacity, the U.S. Department of Energy’s Information Administration (EIA)’s Annual EnergyOutlook 2013 reports. From 1990 to 2011, natural gas-firedplants accounted for 77 percent of all generating capacity additions, and are expected to account for 80 percent by 2035,according to the EIA.

“In 2012, coal-fueled generation provided a little more than 39 percent of all electricity, down from 50 percent in 2005,” according to a report, titled Leveraging Natural Gas to ReduceGreenhouse Gas Emissions, by the independent energy researchorganization, Center for Climate and Energy Solutions. That’s aremarkable 11 percent drop in just seven years.

Cleaner Fuel Means Lower EmissionsEmissions of carbon dioxide have fallen at an unprecedentedrate in recent years. Since 2007, carbon dioxide emissions fromelectricity generation have tumbled more than 15 percent, a recent article in the New York Times points out.

“With the exception of 2010, emissions have declined everyyear since 2007,” the EIA reports. “Energy-related carbon dioxide emissions in 2012 were the lowest in the United Statessince 1994, at 5.3 billion metric tons of carbon dioxide,” reportsthe EIA. The EIA attributes the exceptionally large drop in emissions in 2012 to the move away from coal, almost exclusively used for electricity generation.

Although coal is considered the least expensive fuel for generating electricity, it is also considered the dirtiest, releasing the highest levels of pollutants into the air (emissionrates at right).Regulations limiting the emissions of powerplants have forced many to come up with new methods of generating power, while lessening environmental damage. Andnatural gas, a cleaner alternative and more abundant due tonew technologies used to extract it from shale, increasinglyprompt it to become the popular alternative.

Generation of electricity contributes about 40 percent of allU.S. carbon dioxide emissions. All other things being equal, amegawatt-hour of natural gas-fired generation contributesaround half the amount of carbon dioxide emissions from coal-fired generation and about 68 percent of the amount ofcarbon dioxide emissions from oil-fired generation, the Centerfor Climate and Energy Solutions reports. Power plant emissionrates of sulfur dioxide and nitrogen oxides are also lower fornatural gas than for oil or coal. See “Average Fossil Fuel PowerPlant Emission Rates” chart at right.

While other factors contributing to the lower emissions includedecreased demand for transportation fuels, stricter standardsfor fuel efficient vehicles and energy efficient buildings, andsmall steps toward expanding renewable energy sources, andin some years, mild winter temperatures that reduced demandfor heating, the coal to natural gas switch is a major factor. ▲

SOURCES: Center for Climate and Energy Solutions; U.S. Energy Information Administration, Monthly Energy Review, April 5, 2013, and Annual Energy Outlook 2013,Release Dates: April 15-May 2, 2013, Naturalgas.org; “A Model for Reducing Emissions,” The New York Times, March 19, 2013; and “Natural Gas a Raging Bull in ItsBattle With Coal”, CNBC.com.

Natural Gas Increasingly Replacing Coal

ARP to Acquire Natural Gas Proved Reserves from EP EnergyAtlas Energy, L.P. (Atlas Energy) announced on June 10, 2013 that itsE&P subsidiary, Atlas Resource Partners, L.P. (ARP), has entered into a definitive agreement to acquire approximately 466 Bcf of long-lived,low decline natural gas proved reserves in the Raton (New Mexico) andBlack Warrior (Alabama) Basins from EP Energy E&P Company, L.P. (EP Energy), a wholly owned subsidiary of EP Energy LLC, for $733 million. In addition, Atlas Energy will acquire approximately 45 Bcf of natural gasproved reserves in the Arkoma Basin (southeastern Oklahoma) from EPEnergy for approximately $67 million. The transaction, which is expectedto close in the third quarter 2013 and is subject to purchase price adjustments, has an effective date of May 1, 2013.

“This acquisition is expected to be transformative for ARP, significantlyexpanding the breadth and scope of its E&P operations, increasing cashflow, and substantially de-risking its business,” said Edward E. Cohen,Chief Executive Officer of Atlas Energy.

The transaction is immediately accretive to Atlas Energy and ARP. AtlasEnergy will provide full-year 2014 distribution guidance of $2.50 to $2.80per unit, approximately a 115% increase compared to the current

annualized distribution rate of $1.24 per unit. Also, Atlas Energy will directly acquire 45 Bcf of proved reserves from EP Energy for $67 million.Current production on ARP’s acquired assets of approximately 119MMcfd, which nearly doubles existing net production for May 2013.

Upon closing, the new EP Energy assets are expected to immediately provide ARP with accretive cash flow from a substantial amount of mature, low-declining natural gas production in various regions, primarily in various producing areas including the Raton Basin and theBlack Warrior Basin. The acquired properties represent approximately466 Bcf of natural gas proved reserves, of which 93% are proved developed. The assets currently produce approximately 119 MMcfd of natural gas, which nearly doubles ARP’s existing net production for May 2013. ▲

NOTE: The above information contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differmaterially 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 referto the Atlas Energy website for more information.

Electricity Generation Additions by Fuel Type 2010-2035 (GW)

Average Fossil Fuel Power Plant Emission Rates (lbs/MWh)

Source: Energy Information Agency, U.S. Department of Energy, 2011

Source: U.S. Environmental Protection Agency

GenerationFuel Type

Carbon Dioxide

Sulfur Dioxide

Nitrogen Oxides

Coal 2,249 13 6

Oil 1,672 12 4

Natural Gas 1,135 0.1 1.7Natural Gas Expansion Benefiting U.S. Economy, SBE Council Reports (continued from page 1)

Energy Employers. As for business growth, while total U.S. employerfirms declined from 2005 to 2010, the number of energy employer firms grew:

• by 3.1 percent among oil and gas extraction businesses (including growth of 2.5 percent among firms with less than 20 workers);

• by 7.2 percent among drilling oil and gas wells businesses (including growth of 4.7 percent among firms with less than 20 workers);

• by 24.5 percent among oil and gas operations businesses (including growth of 24.5 percent among firms with less than 20 workers);

• by 5.1 percent among oil and gas pipeline and related structures construction businesses (including growth of 3.5 percent among firms with less than 500 workers);

• and by 61 percent among oil and gas field machinery and equipment manufacturing businesses (including growth of 59.0 percent among firms with less than 20 workers).

Policies Needed“Policymakers – at the federal level and in the states – must make surethat policies support enhanced domestic energy production, and therefore increased opportunity for small businesses and workers,”Mr. Keating concluded. “It is critical that they resist regulatory and taxmeasures that would undercut domestic energy production, includingpolicies that would in any way limit natural gas exports.”

For more information, including summaries of each state examined in thereport, visit the SBE Council’s website, http://www.sbecouncil.org. ▲

SOURCE: SBE Council’s “The Benefits of Natural Gas Production and Exports for U.S.Small Businesses.”

70.00

60.00

50.00

40.00

30.00

20.00

10.00

0.00

Nuclear Coal Renewables/Other Natural Gas

2010-2015 2016-2020 2021-2025 2026-2030 2031-2035

Atlas_Q2_2013_Newsletter_Mech.qxd:Layout 1 6/27/13 8:55 AM Page 2