J.P. Morganc/o Broadridge Financial Solutions1155 Long Island AvenueEdgewood, NY 11717Phone: 866-803-9204Morgan StanleyAttn: Prospectus Dept.180 Varick Street, 2nd FloorNew York, NY 10014Email: email@example.comPhone: 866-718-1649 RBC Capital MarketsAttn: Prospectus Department3 World Financial Center200 Vesey Street, 8th FloorNew York, New York 10281-8098Phone: (877) 822-4089 Atlas Resource Partners, L.P. (NYSE: ARP) is an exploration & production master limited partnership which owns an interest in over 10,000 producing natural gas and oil wells, primarily in Appalachia and the Barnett Shale in Texas. ARP is also the largest sponsor of natural gas and oil investment partnerships in the U.S. Atlas Energy, L.P. (NYSE: ATLS) is a master limited partnership which owns all of the general partner Class A units and incentive distribution rights and an approximate 43% limited partner interest in its upstream oil & gas subsidiary, Atlas Resource Partners, L.P. Additionally, Atlas Energy owns and operates the general partner of its midstream oil & gas subsidiary, Atlas Pipeline Partners, L.P., through all of the general partner interest, all the incentive distribution rights and an approximate 8% limited partner interest. 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. ARP 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, ARP’s plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, those associated with general economic and business conditions; ARP’s ability to close the proposed acquisition, on the terms described or at all; ARP’s ability to obtain required consents in order to permit the transfer of the assets included in the proposed acquisition; ARP’s ability to obtain the required financing for the proposed acquisition, on desirable terms or at all; the ability to obtain required regulatory approvals for the proposed acquisition; ARP’s ability to realize the anticipated benefits of the proposed transaction; changes in commodity prices; changes in the costs and results of drilling operations; uncertainties about estimates of reserves and resource potential; inability to obtain capital needed for operations; ARP’s level of indebtedness; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in ARP’s reports filed with the U.S. Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K. Forward-looking statements speak only as of the date hereof, and ARP assumes no obligation to update such statements, except as may be required by applicable law.