Atlas Energy Resources, LLC Sample Contracts

Atlas Energy Resources, LLC – PARTICIPATION AND DEVELOPMENT AGREEMENT By and among Atlas Energy Resources, LLC, Atlas America, LLC, Viking Resources, LLC, Atlas Resources, LLC and Reliance Marcellus, LLC Dated April 20, 2010 (April 21st, 2010)

This PARTICIPATION AND DEVELOPMENT AGREEMENT (this “Agreement”) dated April 20, 2010 (the “Effective Date”) is by and among Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), Atlas America, LLC, a Pennsylvania limited liability company (“Atlas America”), Viking Resources, LLC, a Pennsylvania limited liability company (“Viking”), Atlas Resources, LLC, a Pennsylvania limited liability company (“Atlas Resources”, and together with Atlas Energy, Atlas America and Viking, each individually and collectively, “Atlas”) and Reliance Marcellus, LLC, a Delaware limited liability company (“Reliance”). Atlas and Reliance shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

Atlas Energy Resources, LLC – ATLAS ENERGY, INC. ANNOUNCES CLOSING OF $1.7 BILLION MARCELLUS SHALE JOINT VENTURE WITH RELIANCE INDUSTRIES (April 21st, 2010)

Pittsburgh, PA — April 21, 2010 - Atlas Energy, Inc. (NASDAQ: ATLS) (“Atlas” or “the Company”) announces today that it closed its joint venture transaction with a wholly owned affiliate of Reliance Industries Limited (“Reliance”), the largest private sector company in India and a global energy leader, in which Atlas transferred an interest in its Marcellus Shale position equal to 120,000 net acres in a transaction valued at $1.7 billion. The joint venture is effective immediately.

Atlas Energy Resources, LLC – STANDSTILL, AMI AND TRANSFER RESTRICTION AGREEMENT (April 21st, 2010)

This STANDSTILL, AMI AND TRANSFER RESTRICTION AGREEMENT (this “Agreement”) dated April 20, 2010 (the “Effective Date”) is by and among Atlas Energy, Inc., a Delaware corporation (“Atlas Parent”), Atlas Energy Resources, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Atlas Parent (“Atlas”), Reliance Industries Limited, a company incorporated in India (“Reliance Parent”), and Reliance Marcellus, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Reliance Parent (“Reliance”). Atlas Parent, Atlas, Reliance Parent and Reliance shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

Atlas Energy Resources, LLC – FORM OF STANDSTILL, AMI AND TRANSFER RESTRICTION AGREEMENT (April 13th, 2010)

This STANDSTILL, AMI AND TRANSFER RESTRICTION AGREEMENT (this “Agreement”) dated April [    ], 2010 (the “Effective Date”) is by and among Atlas Energy, Inc., a Delaware corporation (“Atlas Parent”), Atlas Energy Resources, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Atlas Parent (“Atlas”), Reliance Industries Limited, a company incorporated in India (“Reliance Parent”), and Reliance Marcellus, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Reliance Parent (“Reliance”). Atlas Parent, Atlas, Reliance Parent and Reliance shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

Atlas Energy Resources, LLC – Disclaimer 1 Cautionary Note Regarding Forward-Looking Statements This document contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Atlas Energy, Inc. cautions readers that any forward-looking information 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 intent (April 13th, 2010)

This document contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual

Atlas Energy Resources, LLC – ATLAS ENERGY, INC. ANNOUNCES $1.7 BILLION MARCELLUS SHALE JOINT VENTURE WITH RELIANCE INDUSTRIES (April 13th, 2010)

Pittsburgh, PA — April 9, 2010 - Atlas Energy, Inc (NASDAQ: ATLS) (“Atlas” or “the Company”) announces today its entry into a joint venture transaction with a wholly owned affiliate of Reliance Industries Limited (“Reliance”), the largest private sector company in India and a global energy leader, pursuant to which Atlas will transfer an interest in its Marcellus Shale position equal to 120,000 net acres in a transaction valued at $1.7 billion. Reliance will pay approximately $340 million in cash upon closing and an additional $1.36 billion in the form of a drilling carry. Atlas will serve as the development operator for the joint venture. Reliance will have the option to operate in certain project areas in the coming years outside of Atlas’ core operating areas of Fayette, Greene, Washington, and Westmoreland Counties in southwestern Pennsylvania.

Atlas Energy Resources, LLC – Atlas Energy, Inc. ATLS Atlas Energy, Inc and Reliance Industries Limited Joint Venture Call Apr. 12, 2010 Companyp Tickerp Event Typep Datep (April 13th, 2010)

Operator: Good day, ladies and gentlemen and welcome to the Atlas Energy Incorporated Marcellus Joint Venture Conference Call. My name is Noalia [ph] and I’ll be your coordinator for today. At this time, all participants are in a listen-only mode. We will be facilitating a question-and-answer session towards the end of today’s conference. [Operator Instructions] As a reminder this conference is being recorded for replay purposes.

Atlas Energy Resources, LLC – PURCHASE AND SALE AGREEMENT between ATLAS ENERGY RESOURCES, LLC as Seller, and RELIANCE MARCELLUS, LLC as Buyer dated April 9, 2010 (April 13th, 2010)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed as of this 9th day of April 2010 (the “Execution Date”), by and between Atlas Energy Resources, LLC, a Delaware limited liability company (“Seller”) and Reliance Marcellus, LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller may be referred to herein collectively as the “Parties,” or individually as a “Party.”

Atlas Energy Resources, LLC – FORM OF PARTICIPATION AND DEVELOPMENT AGREEMENT By and among Atlas Energy Resources, LLC, Atlas America, LLC, Viking Resources, LLC, Atlas Resources, LLC and Reliance Marcellus, LLC Dated April [ ], 2010 (April 13th, 2010)

This PARTICIPATION AND DEVELOPMENT AGREEMENT (this “Agreement”) dated April [    ], 2010 (the “Effective Date”) is by and among Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), Atlas America, LLC, a Pennsylvania limited liability company (“Atlas America”), Viking Resources, LLC, a Pennsylvania limited liability company (“Viking”), Atlas Resources, LLC, a Pennsylvania limited liability company (“Atlas Resources”, and together with Atlas Energy, Atlas America and Viking, each individually and collectively, “Atlas”) and Reliance Marcellus, LLC, a Delaware limited liability company (“Reliance”). Atlas and Reliance shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

Atlas Energy Resources, LLC – SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ATLAS ENERGY RESOURCES, LLC DATED AS OF SEPTEMBER 29, 2009 (September 30th, 2009)

This SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ATLAS ENERGY RESOURCES LLC, dated as of September 29, 2009 is entered into by and among Atlas Energy, Inc. (“Atlas Energy”) and Atlas Energy Management, Inc. (“AEM”), together with any other Persons who hereafter become Members in Atlas Energy Resources, LLC or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Atlas Energy Resources, LLC – GAS GATHERING AGREEMENT EXPANSION GATHERING SYSTEM (August 10th, 2009)

THIS GAS GATHERING AGREEMENT (“Agreement”) is made and entered into by and between LAUREL MOUNTAIN MIDSTREAM, LLC, a Delaware limited liability company (“LMM”), and ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company, ATLAS ENERGY OPERATING COMPANY, LLC, a Delaware limited liability company, ATLAS AMERICA, LLC, a Pennsylvania limited liability company, ATLAS NOBLE LLC, a Delaware limited liability company, RESOURCE ENERGY LLC, a Delaware limited liability company, and VIKING RESOURCES, LLC, a Pennsylvania limited liability company (each individually a “Shipper” or collectively, the “Shippers”), and only as to Section 7, below, ATLAS PIPELINE PARTNERS, L.P. and ATLAS PIPELINE OPERATING PARTNERSHIP, LP (hereinafter “APL” and “APL Operating,” respectively).

Atlas Energy Resources, LLC – GAS GATHERING AGREEMENT LEGACY APPALACHIAN SYSTEM (August 10th, 2009)

THIS GAS GATHERING AGREEMENT (“Agreement”) is made and entered into by and between LAUREL MOUNTAIN MIDSTREAM, LLC, a Delaware limited liability company (“LMM”), and ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company, ATLAS ENERGY OPERATING COMPANY, LLC, a Delaware limited liability company, ATLAS AMERICA, LLC, a Pennsylvania limited liability company, ATLAS NOBLE LLC, a Delaware limited liability company, RESOURCE ENERGY LLC, a Delaware limited liability company, and VIKING RESOURCES, LLC, a Pennsylvania limited liability company (each individually a “Shipper” or collectively, the “Shippers”), and only as to Section 8, below, ATLAS PIPELINE PARTNERS, L.P. and ATLAS PIPELINE OPERATING PARTNERSHIP, LP (hereinafter “APL” and “APL Operating,” respectively).

Atlas Energy Resources, LLC – THIRD AMENDMENT TO CREDIT AGREEMENT dated as of July 10, 2009 among ATLAS ENERGY RESOURCES, LLC, as Parent Guarantor, ATLAS ENERGY OPERATING COMPANY, LLC, as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and The Lenders Party Hereto WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, ROYAL BANK OF CANADA, and UBS LOAN FINANCE LLC, as Co-Documentation Agents (July 24th, 2009)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of July 10, 2009, is among ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company, as the Parent Guarantor, ATLAS ENERGY OPERATING COMPANY, LLC, as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, ROYAL BANK OF CANADA and UBS LOAN FINANCE LLC, each as a Documentation Agent, and the Lenders party hereto.

Atlas Energy Resources, LLC – ATLAS ENERGY OPERATING COMPANY, LLC, ATLAS ENERGY FINANCE CORP., as Issuers, ATLAS ENERGY RESOURCES, LLC, THE SUBSIDIARIES NAMED HEREIN, as Guarantors, AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 12.125% Senior Notes due 2017 FIRST SUPPLEMENTAL INDENTURE Dated as of July 16, 2009 to Indenture (July 17th, 2009)

FIRST SUPPLEMENTAL INDENTURE dated as of July 16, 2009 (the “Supplemental Indenture”) is among Atlas Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), Atlas Energy Finance Corp., a Delaware corporation (“Finance Co” and, collectively with the Company, the “Issuers”), Atlas Energy Resources, LLC (“Holdings”), the Subsidiary Guarantors (as defined herein) listed on Schedule A hereto, and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) to the indenture, dated as of July 16, 2009, among the Company, Finance Co, Holdings, the Subsidiary Guarantors and the Trustee (the “Base Indenture” and, as supplemented by this Supplemental Indenture, and solely in respect of the Notes, the “Indenture”).

Atlas Energy Resources, LLC – ATLAS ENERGY OPERATING COMPANY, LLC ATLAS ENERGY FINANCE CORP. 12.125% Senior Notes due 2017 Underwriting Agreement (July 17th, 2009)

Atlas Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), and Atlas Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), propose to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $200,000,000 principal amount of their 12.125% Senior Notes due 2017 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of July 16, 2009, as supplemented and amended by a supplemental indenture to be dated July 16, 2009 (as so supplemented and amended, the “Indenture”) among the Issuers, Atlas Energy Resources, LLC, the parent of the Company (“Holdings”) and the other guarantors listed in Schedule 2 hereto (together with Holdings, the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Gu

Atlas Energy Resources, LLC – ATLAS ENERGY OPERATING COMPANY, LLC, ATLAS ENERGY FINANCE CORP., as Issuers, ATLAS ENERGY RESOURCES, LLC, as Parent Guarantor, and AER PIPELINE CONSTRUCTION, INC., AIC, LLC, ATLAS AMERICA, LLC, ATLAS GAS & OIL COMPANY, LLC, ATLAS NOBLE LLC, ATLAS ENERGY INDIANA, LLC, ATLAS ENERGY MICHIGAN, LLC, ATLAS ENERGY OHIO, LLC, ATLAS ENERGY TENNESSEE, LLC, ATLAS RESOURCES, LLC, REI-NY, LLC, RESOURCE ENERGY, LLC, RESOURCE WELL SERVICES, LLC, VIKING RESOURCES, LLC and WESTSIDE PIPELINE COMPANY, LLC, as Subsidiary Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee SENIOR INDENTURE Dated as of July (July 17th, 2009)

INDENTURE, dated as of July 16, among Atlas Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), Atlas Energy Finance Corp., a Delaware corporation (“Finance Co” and, collectively with the Company, the “Issuers”), having their principal office at 1550 Coraopolis Heights Road, Moon Township, Pennsylvania 15108, Atlas Energy Resources, LLC (“Holdings” or the “Parent Guarantor”), Westside Pipeline Company, LLC, Atlas America, LLC, Atlas Noble, LLC, AER Pipeline Construction Inc., Viking Resources, LLC, AIC, LLC, Atlas Energy Indiana, LLC, Atlas Energy Ohio, LLC, Atlas Resources, LLC, Atlas Energy Michigan, LLC, Atlas Energy Tennessee, LLC, Resource Energy, LLC, Resource Well Services, LLC, REI-NY, LLC and Atlas Gas & Oil Company, LLC (together, the “Subsidiary Guarantors”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

Atlas Energy Resources, LLC – Atlas Energy Resources, LLC Senior Notes Offering July 2009 (July 13th, 2009)

Important Information Statements concerning future capital expenditures, production volumes, reserve volumes, reserve values, reserve potential, number of development and exploration projects, finding costs, operating costs, overhead costs, cash flow and earnings are forward-looking statements. These statements are based on assumptions concerning commodity prices, recompletions and drilling results, lease operating expenses, administrative expenses, interest and other financing costs that management believes are reasonable based on currently available information; however, management’s assumptions and the Company’s future performance are both subject to a wide range of business risks, including those described in the Company’s annual report on form 10-K for the year ended December 31, 2008 and quarterly report on form 10-Q for the quarter ended March 31, 2009, and there is no assurance that these results, goals and projections can or will be met. This presentation includes certain non-

Atlas Energy Resources, LLC – ATN OPTION AGREEMENT (June 5th, 2009)

This ATN OPTION AGREEMENT (this “Agreement”), dated as of this 1st day of June, 2009, is entered into by and among Atlas Energy Resources, LLC, a Delaware limited liability company (“Optionholder”), Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (“Optionee”), and APL Laurel Mountain, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Optionee (“APL Sub”).

Atlas Energy Resources, LLC – CONTACT: Brian J. Begley Investor Relations Atlas Energy Resources, LLC (May 7th, 2009)

Pittsburgh, PA — May 7, 2009, Atlas Energy Resources, LLC (NYSE: ATN) (“Atlas Energy” or “the Company”) today reported financial results for the first quarter 2009.

Atlas Energy Resources, LLC – AGREEMENT AND PLAN OF MERGER by and among Atlas Energy Resources, LLC, Atlas America, Inc., Atlas Energy Management, Inc. and Merger Sub, as defined herein Dated as of April 27, 2009 (April 28th, 2009)

This AGREEMENT AND PLAN OF MERGER, dated as of April 27, 2009 (this “Agreement”), is entered into by and among ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company (“ATN”), ATLAS AMERICA, INC., a Delaware corporation (“Parent”), ATLAS ENERGY MANAGEMENT, INC., a Delaware corporation (“Atlas Energy Management”), and, from and after its accession to this Agreement in accordance with Section 2.1(b), the Delaware limited liability company to be formed as a wholly owned subsidiary of Parent (“Merger Sub”).

Atlas Energy Resources, LLC – SECOND AMENDMENT TO CREDIT AGREEMENT dated as of April 9, 2009 among ATLAS ENERGY RESOURCES, LLC, as Parent Guarantor, ATLAS ENERGY OPERATING COMPANY, LLC, as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and The Lenders Party Hereto WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, ROYAL BANK OF CANADA, and UBS LOAN FINANCE LLC, as Co-Documentation Agents as Sole Lead Arranger and Sole Bookrunner (April 17th, 2009)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) dated as of April 9, 2009, is among ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company, as the Parent Guarantor, ATLAS ENERGY OPERATING COMPANY, LLC, as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, ROYAL BANK OF CANADA and UBS LOAN FINANCE LLC, each as a Documentation Agent, and the Lenders party hereto.

Atlas Energy Resources, LLC – ATLAS ENERGY RESOURCES LONG-TERM INCENTIVE PLAN Amended and Restated as of January 14, 2009 (March 2nd, 2009)

The Amended and Restated Atlas Energy Resources Long-Term Incentive Plan (the “Plan”) is intended to promote the interests of Atlas Energy Resources, LLC, a Delaware limited liability company (the “Company”), by providing to its officers, directors, employees, consultants and joint venture partners and to directors, employees and consultants of the Manager and its Affiliates (as defined below) who perform services to the Company and its Affiliates incentive awards for superior performance that are based on Units (as defined below).  It is also contemplated that the Plan will enhance the ability of the Company and its Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Company and to encourage them to devote their best efforts to advancing the business of the Company and its Affiliates.

Atlas Energy Resources, LLC – CONTACT: Brian J. Begley Investor Relations Atlas Energy Resources, LLC (February 26th, 2009)

Pittsburgh, PA — February 25, 2009 - Atlas Energy Resources, LLC (NYSE: ATN) (“Atlas Energy” or “the Company”) today reported record financial results for the full year and fourth quarter 2008.

Atlas Energy Resources, LLC – ATLAS ENERGY RESOURCES, LLC REPORTS RECORD FINANCIAL RESULTS FOR THE THIRD QUARTER 2008 (November 3rd, 2008)

Pittsburgh, PA — November 3, 2008 — Atlas Energy Resources, LLC (NYSE: ATN) (“Atlas Energy” or “the Company”) today reported record financial results for the third quarter 2008.

Atlas Energy Resources, LLC – ATLAS ENERGY RESOURCES, LLC REPORTS RECORD FINANCIAL RESULTS FOR THE SECOND QUARTER 2008 (August 6th, 2008)

Pittsburgh, PA — August 5, 2008, Atlas Energy Resources, LLC (NYSE: ATN) (“Atlas Energy” or “the Company”) today reported financial results for the second quarter 2008.

Atlas Energy Resources, LLC – Common Units ATLAS ENERGY RESOURCES, LLC AMENDED & RESTATED UNDERWRITING AGREEMENT May 15, 2008 (May 21st, 2008)

Atlas Energy Resources, LLC, a Delaware limited liability company (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 1,800,000 common units (the “Firm Units”) representing Class B limited liability company interests in the Company (the “Common Units”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 270,000 Common Units (the “Additional Units”). The Firm Units and the Additional Units are hereinafter collectively sometimes referred to as the “Offered Units.” The Offered Units are described in the Prospectus which is referred to below. It is understood and agreed that this agreement (this “Agreement”) amends, restates and replaces in its entirety the Underwriting Agreement, dated May 15, 2008, among the parties

Atlas Energy Resources, LLC – REGISTRATION RIGHTS AGREEMENT (May 9th, 2008)

This REGISTRATION RIGHTS AGREEMENT dated May 9, 2008 (the “Agreement”) is entered into by and among Atlas Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), Atlas Energy Finance Corp. (the “Co-issuer” and together with the Company, the “Issuers”), a Delaware corporation, Atlas Energy Resources, LLC, the parent of the Company (“Holdings”), and the other guarantors listed in Schedule 1 hereto (together with Holdings, the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), acting as representative of the initial purchasers listed on Schedule I to the Purchase Agreement, as defined below (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”).

Atlas Energy Resources, LLC – ATLAS ENERGY OPERATING COMPANY, LLC ATLAS ENERGY FINANCE CORP. 10 3/4% Senior Notes due 2018 Purchase Agreement (May 9th, 2008)

Atlas Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), and Atlas Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), propose to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $250,000,000 principal amount of their 10 3/4% Senior Notes due 2018 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of January 23, 2008 (the “Indenture”) among the Issuers, Atlas Energy Resources, LLC, the parent of the Company (“Holdings”) and the other guarantors listed in Schedule 2 hereto (together with Holdings, the “Guarantors”) and U.S. Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

Atlas Energy Resources, LLC – ATLAS ENERGY OPERATING COMPANY, LLC ATLAS ENERGY FINANCE CORP. 10 3/4% Senior Notes due 2018 Purchase Agreement (May 9th, 2008)

Atlas Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), and Atlas Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), propose to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $150,000,000 principal amount of their 10 3/4% Senior Notes due 2018 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of January 23, 2008 (the “Indenture”) among the Issuers, Atlas Energy Resources, LLC, the parent of the Company (“Holdings”) and the other guarantors listed in Schedule 2 hereto (together with Holdings, the “Guarantors”) and U.S. Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”). The Securities and the Issuers’ $250.0 million principal amount 103/4%

Atlas Energy Resources, LLC – ATLAS ENERGY RESOURCES, LLC 600,000 COMMON UNITS REPRESENTING CLASS B LIMITED LIABILITY COMPANY INTERESTS Common Unit Purchase Agreement (May 5th, 2008)

This is to confirm the agreement between the Company and the Investor concerning the purchase of the Investor Units from the Company by the Investor.

Atlas Energy Resources, LLC – ATLAS ENERGY RESOURCES, LLC REPORTS RECORD FINANCIAL RESULTS FOR THE FIRST QUARTER 2008 (May 1st, 2008)

Pittsburgh, PA — April 30, 2008, Atlas Energy Resources, LLC (NYSE: ATN) (the “Company”) today reported financial results for the first quarter 2008.

Atlas Energy Resources, LLC – 2008 IPAA Oil & Gas Investment Symposium New York, NY April 9, 2008 (April 9th, 2008)

Safe Harbor Statement THE WORDS "BELIEVES, ANTICIPATES, EXPECTS" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. THE RISKS AND UNCERTAINTIES ARE DISCUSSED IN OUR ANNUAL REPORT ON U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") FORM 10-K AND OUR QUARTERLY REPORT ON SEC FORM 10-Q, PARTICULARLY IN THE SECTIONS TITLED RISK FACTORS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF. THE COMPANY UNDERTAKES NO OBLIGATIONS TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING STATEMENTS, WHICH MAY BE MADE TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

Atlas Energy Resources, LLC – CONTACT: Brian J. Begley Investor Relations Atlas Energy Resources, LLC 1845 Walnut Street Philadelphia, PA 19103 215/553-8455 (fax) (February 22nd, 2008)

Pittsburgh, PA — February 22, 2008, Atlas Energy Resources, LLC (NYSE: ATN) (“Atlas Energy” or “the Company”) today reported financial results for the fourth quarter and full year 2007.

Atlas Energy Resources, LLC – ATLAS ENERGY OPERATING COMPANY, LLC, ATLAS ENERGY FINANCE CORP., as Issuers, ATLAS ENERGY RESOURCES, LLC, THE SUBSIDIARIES NAMED HEREIN, as Guarantors, AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 10 3/4% Senior Notes due 2018 INDENTURE Dated as of January 23, 2008 (January 24th, 2008)

THIS INDENTURE dated as of January 23, 2008 is among Atlas Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), Atlas Energy Finance Corp., a Delaware corporation (“Finance Co” and, collectively with the Company, the “Issuers”), Atlas Energy Resources, LLC (“Holdings”), the Subsidiary Guarantors (as defined herein) listed on Schedule A hereto, and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

Atlas Energy Resources, LLC – REGISTRATION RIGHTS AGREEMENT (January 24th, 2008)

This REGISTRATION RIGHTS AGREEMENT dated January 23, 2008 (the “Agreement”) is entered into by and among Atlas Energy Operating Company, LLC, a Delaware limited liability company (the “Company”), Atlas Energy Finance Corp. (the “Co-issuer” and together with the Company, the “Issuers”), a Delaware corporation, Atlas Energy Resources, LLC, the parent of the Company (“Holdings”), and the other guarantors listed in Schedule 1 hereto (together with Holdings, the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), acting as representative of the initial purchasers listed on Schedule I to the Purchase Agreement, as defined below (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”).