8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 27, 2015

Commission file number 001-35317

ATLAS RESOURCE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	45-3591625
(State of incorporation or organization)	(I.R.S. Employer Identification No.)

Park Place Corporate Center One

1000 Commerce Drive, Suite 400

Pittsburgh, PA 15275

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (800) 251-0171

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (127 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (27 CFR 240.14d-2 (b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (27 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On March 2, 2015, Atlas Resource Partners, L.P. (“ARP”) issued an earnings release announcing its financial results for the fourth quarter and full year of 2014. A copy of the earnings release is included as Exhibit 99.1 and is incorporated herein by reference.

The information provided in this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 27, 2015, ARP adopted Amendment No. 5 to its Amended and Restated Agreement of Limited Partnership in the form included as Exhibit 3.1 to this report, which is incorporated herein by reference (the “LP Amendment”) and Atlas Energy Group, LLC (“ATLS”), the general partner of ARP, amended and restated its limited liability company agreement in the form included as Exhibit 3.2 to this report, which is incorporated herein by reference (the “Third A&R LLC Agreement”) and adopted Amendment No. 1 to the Third A&R LLC Agreement in the form included as Exhibit 3.3 to this report, which is incorporated herein by reference (the “ATLS Amendment No. 1”).

A description of the material provisions of the LP Amendment and the Third A&R LLC Agreement are included under the heading “Our Limited Liability Company Agreement—Purpose” and “Our Limited Liability Company Agreement,” respectively, in ATLS’s Information Statement, dated February 9, 2015 (the “Information Statement”), filed as Exhibit 99.2 to ATLS’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 9, 2015, and such descriptions are incorporated herein by reference. A description of the material provisions of the ATLS Amendment No. 1 is included under the heading “Description of Series A Preferred Units” in ATLS’s Current Report on Form 8-K filed with the SEC on March 2, 2015, and such description is incorporated herein by reference. The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the actual text of the LP Amendment, the Third A&R LLC Agreement and the ATLS Amendment No. 1, respectively.

Item 8.01 Other Events.

The board of directors of ATLS, in its capacity as ARP’s general partner, adopted revised Governance Guidelines, including director independence standards, effective as of February 27, 2015. A copy of the Governance Guidelines is available under the Governance section of ARP’s website at www.atlasresourcepartners.com.

Registration Rights Agreement

In connection with the entry by ATLS and its wholly owned subsidiary New Atlas Holdings, LLC into a Credit Agreement, dated February 27, 2015, with Deutsche Bank AG New York Branch, as administrative agent, and the lenders from time to time party thereto (the “ATLS Credit Agreement”), ARP entered the same day into a Registration Rights Agreement with Deutsche Bank AG New York Branch, as administrative agent (the “Registration Rights

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Agreement”), pursuant to which ARP has granted certain registration rights for common units pledged (“Pledged Units”) to the administrative agent on behalf of the lenders party to the ATLS Credit Agreement.

Subject to certain exceptions, no later than 30 days following written demand from the administrative agent following an event of default, ARP is required to file a shelf registration statement for all Pledged Units. Following the effectiveness date of the shelf registration statement, if the holder of any Pledged Units requests a “takedown” sale from the shelf registration statement, ARP is required to facilitate such request. In addition, if following an event of default ARP proposes to file a registration statement for an offering of equity securities for cash, ARP is required to use reasonable best efforts to provide “piggyback” registration rights to the holders of Pledged Units.

This summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement filed as Exhibit 4.1 to this current report, which is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
3.1	Amendment No. 5, dated February 27, 2015, to Amended and Restated Agreement of Limited Partnership of Atlas Resource Partners, L.P.
3.2	Third Amended and Restated Limited Liability Company Agreement of Atlas Energy Group, LLC, dated as of February 27, 2105 (attached as Exhibit 3.1 to Atlas Energy Group, LLC’s Current Report on Form 8-K, filed on March 2, 2015, and incorporated herein by reference).
3.3	Amendment No. 1, dated February 27, 2015, to Third Amended and Restated Limited Liability Company Agreement of Atlas Energy Group, LLC (attached as Exhibit 3.2 to Atlas Energy Group, LLC’s Current Report on Form 8-K, filed on March 2, 2015, and incorporated herein by reference).
4.1	Registration Rights Agreement, dated February 27, 2015, by and among Atlas Resource Partners, L.P., Deutsche Bank AG New York Branch and the holders named therein.
99.1	Press Release of Atlas Resource Partners, L.P., dated March 2, 2015.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ATLAS RESOURCE PARTNERS, L.P.
		By:	Atlas Energy Group, LLC, its general partner
March 2, 2015		By:	/s/ Sean McGrath
			Sean McGrath
			Chief Financial Officer

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EX-3.1

Exhibit 3.1

AMENDMENT NO. 5

TO

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

ATLAS RESOURCE PARTNERS, L.P.

THIS AMENDMENT NO. 5 to AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS RESOURCE PARTNERS, L.P. (this “Amendment”), dated as of February 27, 2015, is entered into and effectuated by Atlas Energy Group, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of Atlas Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), pursuant to authority granted to it in Section 13.1 of the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 13, 2012 (as amended from time to time, the “Limited Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Partnership Agreement.

RECITALS:

WHEREAS, Section 13.1(d) of the Limited Partnership Agreement provides that the General Partner may, without the approval of any Partner, amend any provision of the Limited Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners in any material respect.

WHEREAS, the General Partner has determined that updating the Limited Partnership Agreement as set forth herein does not adversely affect the Limited Partners in any material respect, and that it is in the best interest of the Partnership to effect this Amendment to provide for such changes.

AMENDMENT:

NOW, THEREFORE, it is hereby agreed as follows:

A. Amendment. The Limited Partnership Agreement is hereby amended as follows:

1. Section 7.6(a) of the Limited Partnership Agreement are hereby amended by inserting the following sentence at the end of such section: “For the avoidance of doubt, the General Partner may hold or dispose any interest it acquires or otherwise obtains of any Affiliate or Unrestricted Person and perform activities in connection therewith.”

B. Agreement in Effect. Except as hereby amended, the Limited Partnership Agreement shall remain in full force and effect.

C. Applicable Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws.

D. Invalidity of Provisions. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

ATLAS RESOURCE PARTNERS, L.P.
By:	Atlas Energy Group, LLC, its General Partner
By:	/s/ Sean McGrath
Name:	Sean McGrath
Title:	Chief Financial Officer

[Amendment No. 5 to Amended and Restated Agreement of Limited Partnership of

Atlas Resource Partners, L.P.]

EX-4.1

Exhibit 4.1

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

by and among

ATLAS RESOURCE PARTNERS, L.P.

and

DEUTSCHE BANK AG NEW YORK BRANCH

and

THE HOLDERS NAMED HEREIN

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2015, by and between ATLAS RESOURCE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and DEUTSCHE BANK AG NEW YORK BRANCH, as the administrative agent (the “Administrative Agent”) for the lenders (collectively, the “Lenders”) party to the Credit Agreement (as defined below) from time to time.

WHEREAS, this Agreement is made in connection with the execution and delivery of that certain Credit Agreement dated as of February 27, 2015, among Atlas Energy Group, LLC, a Delaware limited liability company, New Atlas Holdings, LLC, a Delaware limited liability company, as borrower thereunder, the Administrative Agent and the Lenders (as amended, modified and restated from time to time, the “Credit Agreement”);

WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Administrative Agent, the Lenders and their respective successors and assigns pursuant to the Credit Agreement; and

WHEREAS, it is a condition to the obligations of the Lenders under the Credit Agreement that this Agreement be executed and delivered by the Partnership.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1 Definitions. The terms set forth below are used herein as so defined:

“Administrative Agent” has the meaning specified therefor in the introductory paragraph.

“Affiliate” means, with respect to a specified Person, any other Person, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling”, “controlled by”, and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning specified therefor in the introductory paragraph.

“Business Day” means any day other than a Saturday, Sunday, or a legal holiday for commercial banks in New York, New York.

“Commission” means the United States Securities and Exchange Commission.

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“Common Units” mean a fractional part of the equity in the Partnership designated as “Common Units” in the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 13, 2012 (as the same may be amended from time to time).

“Credit Agreement” has the meaning specified therefor in the recitals of this Agreement.

“Effectiveness Period” has the meaning specified therefor in Section 2.1 of this Agreement.

“Event of Default” has the meaning specified therefor in the Credit Agreement.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Holder” means any of (a) the Administrative Agent, as pledgee of the Pledged Units, (b) any Lender, as pledgee of the Pledged Units, and (c) any successor or assign of the Administrative Agent or any Lender who acquires the interest of the Administrative Agent or Lender in respect of any of the Registrable Securities.

“Included Registrable Securities” has the meaning specified therefor in Section 2.2(a) of this Agreement.

“Lenders” has the meaning specified therefor in the introductory paragraph.

“Loss” or collectively “Losses” has the meaning specified therefor in Section 2.7(a) of this Agreement.

“Managing Underwriter” means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering.

“Partnership” has the meaning specified therefor in the introductory paragraph.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

“Piggyback Registration” has the meaning specified therefor in Section 2.2(a) of this Agreement.

“Pledged Units” means (a) the Common Units that have been pledged, or any Common Units that become pledged, to the Administrative Agent for the benefit of the Lenders and the other secured parties pursuant to the Security Instruments (as defined in the Credit Agreement) as security for the repayment of all obligations owing to the Administrative Agent and the Lenders pursuant to the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), including, without limitation, the Common Units described on Schedule 1 attached hereto, and (b) any security issued in respect of a Common Unit because of or in connection with any conversion, dividend, distribution or split, or in connection with a combination of shares, recapitalization, merger or consolidation.

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“Registrable Securities” means the Pledged Units until such Pledged Units cease to be Registrable Securities pursuant to Section 1.2 hereof.

“Registration Expenses” means all expenses incurred by the Partnership in effecting and keeping effective any registration pursuant to this Agreement of the resale of Registrable Securities or in effecting any shelf takedown offering, including, without limitation, all registration, qualification, filing and listing fees, printing expenses, fees and disbursements of counsel for the Partnership, blue sky fees and expenses, expenses of the Partnership’s independent accountants (including the expenses of any regular or special reviews or audits or “comfort” letters incident to or required by any such registration) and the reasonable fees and expenses of counsel for the Administrative Agent, but shall not include any underwriting discounts, selling commissions, brokerage fees and stock transfer taxes attributable to the sale of Registrable Securities by the Administrative Agent or the Lenders.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement.

“Shelf Registration Statement” has the meaning specified therefor in Section 2.1 of this Agreement

“Shelf Takedown” has the meaning specified therefor in Section 2.3(a) of this Agreement.

“Underwritten Offering” means an offering (including an offering pursuant to a registration statement) in which Common Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks.

Section 1.2 Registrable Securities. A Registrable Security will cease to be a Registrable Security when (a) a registration statement covering such Registrable Security has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement; (b) such Registrable Security has been disposed of pursuant to Rule 144 (or any similar provision then in force under the Securities Act); (c) such Registrable Security is transferable without any restrictions, pursuant to Rule 144 under the Securities Act; provided that the Partnership has caused any restrictive legend to be removed from the certificates representing such Registrable Securities; or (d) such Registrable Security ceases to be issued and outstanding.

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ARTICLE II.

REGISTRATION RIGHTS

Section 2.1 Demand Registration.

(a) As promptly as practicable following written demand from the Administrative Agent following the occurrence of an Event of Default, but in no event later than thirty (30) days following receipt of such demand, the Partnership shall file with the Commission a registration statement under the Securities Act providing for the resale of all Registrable Securities (the “Shelf Registration Statement”), including the prospectus to be used in connection therewith. The Shelf Registration Statement shall be filed on Form S-3 pursuant to Rule 415 under the Securities Act or any successor form or rule thereto. No other Person shall be permitted to offer securities under the Shelf Registration Statement unless the Administrative Agent consents in writing. The Partnership shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective as promptly as practicable and to remain effective to the extent necessary to ensure that it is available for the resale of all Registrable Securities until all Registrable Securities covered by such Shelf Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). In connection with any registration pursuant to this Section 2.1, the Partnership shall (x) promptly prepare and file such documents as may be necessary to register or qualify the Registrable Securities subject to such registration under the securities laws of such states as any Holder shall reasonably request, and do any and all other acts and things that may reasonably be necessary or advisable to enable the Holders to consummate a public sale of such Registrable Securities in such states and (y) promptly prepare and file such documents as may be necessary to apply for listing or to list the Registrable Securities subject to such registration on such national securities exchange as the Registrable Securities are then listed or admitted for trading. Except as set forth herein, all Registration Expenses shall be paid by the Partnership, without reimbursement by any Holder.

(b) Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to the Administrative Agent, suspend the Selling Holders’ use of any prospectus which is a part of the Shelf Registration Statement (in which event each such Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but each such Selling Holder may settle any contracted sales of Registrable Securities), if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially adversely affect the Partnership; provided, however, in no event shall such Selling Holders be suspended under this Section 2.1(b) from selling Registrable Securities pursuant to the Shelf Registration Statement for a period that exceeds an aggregate of 30 days in any 90-day period or 90 days in any 365-day period. Upon public disclosure of the events described in clauses (i) or (ii) above or the termination of such condition(s), the Partnership shall (A) provide prompt written notice of the same to the Administrative Agent instructing the Administrative Agent that sales of Registrable Securities are permitted and (B) take such other actions to permit sales of Registrable Securities as contemplated in this Agreement.

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Section 2.2 Piggyback Registration.

(a) Following the occurrence of an Event of Default, if the Partnership shall at any time propose to file a registration statement under the Securities Act for an offering, or otherwise conduct an offering (whether proposed to be offered for sale by the Partnership or by any Person) of equity securities of the Partnership for cash (other than an offering relating solely to an employee benefit plan) (a “Piggyback Registration”), the Partnership shall give the Administrative Agent notice thereof and shall use its reasonable best efforts to conduct such offering in a manner which would permit the inclusion of Registrable Securities in such offering and include such number or amount of Registrable Securities (the “Included Registrable Securities”) held by each Holder as such Holder requests in writing. If the proposed offering pursuant to this Section 2.2(a) shall be an underwritten offering and the Managing Underwriter(s) of such offering, in their good faith opinion, advise the Partnership and the Holders who have made a request in writing to include Registrable Securities, that the inclusion of all or some of the Holders’ Registrable Securities would adversely and materially affect the success of the offering, the Partnership shall include in such offering only that number or amount, if any, of Registrable Securities held by such Holders which, in the good faith opinion of the Managing Underwriter(s), will not so adversely and materially affect the offering, and the number of Registrable Securities to be included in such offering shall be allocated among the Holders that have requested in writing to have Registrable Securities included in such offering on a pro rata basis based on the number of Registrable Securities requested by each such Holder to be included in such offering. Except as set forth herein, all Registration Expenses of any such registration and offering shall be paid by the Partnership, without reimbursement by any Holder.

(b) Notwithstanding Section 2.2(a), if, at any time after giving written notice of its intention to conduct or facilitate a Piggyback Registration, the Partnership shall determine for any reason not to conduct or facilitate such Piggyback Registration, the Partnership may, at its election, give written notice of such determination to the Administrative Agent, if any Holder requested the inclusion of Registrable Securities in such Piggyback Registration, and thereupon the Partnership shall be relieved of its obligation to include the Registrable Securities requested to be included by any Holder in such Piggyback Registration (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith, without reimbursement by any Holder).

(c) No inclusion of Registrable Securities in any Piggyback Registration under this Section 2.2 shall relieve the Partnership of its obligations, if any, to effect the registration of Registrable Securities or facilitate a Shelf Takedown pursuant to Section 2.1 and Section 2.3, respectively.

Section 2.3 Shelf Takedown.

(a) Shelf Takedown. Following the occurrence of an Event of Default, at any time following the date on which the Shelf Registration Statement becomes effective, at the request of a Selling Holder, the Partnership shall facilitate in the manner described in this Agreement a “takedown” sale from the Shelf Registration Statement (a “Shelf Takedown”), including, if requested by such Selling Holder, pursuant to an Underwritten Offering, and the Partnership shall, at the request of such Selling Holder, enter into an underwriting agreement in

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customary form with the Managing Underwriter(s), which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.7, and shall take all such other reasonable actions as are requested by the Managing Underwriter(s) in order to expedite or facilitate the Shelf Takedown, including the participation by the Partnership’s management in roadshows related to such Shelf Takedown if requested in writing by Holders of a majority of the Registrable Securities to be included in such Shelf Takedown. There shall be no limit on the number of Shelf Takedowns requested by the Holders hereunder. In no event shall the Partnership be required to do more than four Underwritten Offerings hereunder; provided, however that in the event that the Managing Underwriter(s) of such offering, in their good faith opinion, advise the Partnership and the Holders who have made a request to include Registrable Securities in such offering, that the inclusion of all or some of such Registrable Securities would adversely and materially affect the success of the offering, and less than 80% of the Registrable Securities sought to be included in such offering by the Holders are included in such consummated offering, then such offering shall not count for purposes of the limitation on the number of Underwritten Offerings.

(b) General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter(s). In connection with an Underwritten Offering under Section 2.1 or Section 2.3 hereof, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for the benefit of such Selling Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to such Selling Holder’s obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of the Registrable Securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting agreement, such Selling Holder may elect to withdraw from such Underwritten Offering by notice to the Partnership and the Managing Underwriter(s). No such withdrawal shall affect the Partnership’s obligation to pay Registration Expenses, without reimbursement by any Holder.

(c) No Shelf Takedown of Registrable Securities under this Section 2.3 shall relieve the Partnership of its obligations to effect resales of Registrable Securities pursuant to Section 2.2.

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Section 2.4 Sale Procedures. (I) In connection with its obligations contained in Section 2.1 and Section 2.3, the Partnership will, as expeditiously as possible:

(a) prepare and file with the Commission such amendments and supplements to the applicable registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(b) furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing any registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing such registration statement or supplement or amendment thereto, and (ii) such number of copies to the registration statement and the prospectus included therein and any supplements and amendments thereto as such Selling Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such registration statement;

(c) if applicable, use its reasonable best efforts to register or qualify the Registrable Securities covered by any registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter(s), shall reasonably request; provided, however, that the Partnership will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

(d) promptly notify each Selling Holder and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the filing of any registration statement contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to any such registration statement or any post-effective amendment thereto, when the same has become effective; and (ii) any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to any such registration statement or any prospectus or prospectus supplement thereto;

(e) immediately notify each Selling Holder and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in any registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ii) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of any registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Partnership of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the

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applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Partnership agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

(f) upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;

(g) in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel for the Partnership, dated the effective date of the applicable registration statement or the date of any amendment or supplement thereto, and a letter of like kind dated the date of the closing under the underwriting agreement, and (ii) a “cold comfort” letter, dated the effective date of the applicable registration statement or the date of any amendment or supplement thereto, and a letter of like kind dated the date of the closing under the underwriting agreement, in each case, signed by the independent public accountants who have certified the Partnership’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinions and the “cold comfort” letters shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities and such other matters as such underwriters may reasonably request;

(h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the effective date of any registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;

(i) provide access to such information and make available the Partnership’s personnel to the appropriate representatives of the Managing Underwriter and Selling Holders as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act;

(j) cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Partnership are then listed;

(k) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Partnership to enable the Selling Holders to consummate the disposition of such Registrable Securities;

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(l) provide a transfer agent and registrar for all Registrable Securities covered by any registration statement not later than the effective date of any such registration statement; and

(m) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities.

(II) Each Selling Holder, upon receipt of notice from the Partnership of the happening of any event of the kind described in subsection (e) of Section 2.4(I), shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of Section 2.4(I) or until it is advised in writing by the Partnership that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Partnership, such Selling Holder will, or will request the managing underwriter or underwriters, if any, to deliver to the Partnership (at the Partnership’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Section 2.5 Cooperation by Holders. The Partnership shall have no obligation to include in any registration statement contemplated by this Agreement Registrable Securities of a Holder who has failed to timely furnish information which, in the opinion of counsel to the Partnership, is reasonably required in order for such registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Section 2.6 Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in any registration statement contemplated by this Agreement agrees not to effect any public sale or distribution of the Registrable Securities during the fourteen (14) calendar day period prior to, and during the thirty (30) calendar day period beginning on, the date a prospectus is filed with the Commission with respect to the pricing of an Underwritten Offering, provided that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder of the Partnership on whom a restriction is imposed and, provided further, that the limitation imposed under this Section 2.6 shall only be applicable if such Selling Holder owns greater than 5% of the then outstanding Common Units.

Section 2.7 Indemnification.

(a) By the Partnership. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Holder thereunder, its directors, officers and Affiliates, and each underwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act and the Exchange Act, against any losses, claims, damages,

9

expenses or liabilities (including reasonable attorneys’ fees and expenses) (each, a “Loss”, and collectively, “Losses”), joint or several, to which such Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Person in writing specifically for use in any registration statement or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Person, and shall survive the transfer of such securities by such Person.

(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Partnership, its directors and officers, and each Person, if any, who controls the Partnership within the meaning of the Securities Act or the Exchange Act to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in any registration statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement thereto and then only to the extent a Loss arises out of or is based upon an untrue statement or omission made in conformity with information furnished by such Selling Holder; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of underwriting fees, discounts and selling commissions) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.

(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to any indemnified party. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party; provided that the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred and upon demand. Notwithstanding any other provision of this Agreement, no indemnified party shall settle any action brought against it with respect to which it is entitled to indemnification hereunder without the consent of the indemnifying party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnifying party.

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(d) Contribution. If the indemnification provided for in this Section 2.7 is held by a court or government agency of competent jurisdiction to be unavailable to the Partnership or any Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses as between the Partnership on the one hand and such Selling Holder on the other, in such proportion as is appropriate to reflect the relative fault of the partnership on the one hand and of such Selling Holder on the other in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of underwriting fees, discounts and selling commissions) received by such Selling Holder from the sale of Registrable Securities giving rise to such contribution. The relative fault of the Partnership on the one hand and each Selling Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e) Other Indemnification. The provisions of this Section 2.7 shall be in addition to any other rights to indemnification or contribution which an indemnified party may have pursuant to law, equity, contract or otherwise.

Section 2.8 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Partnership agrees to use its commercially reasonable efforts to:

(a) make and keep public information regarding the Partnership available, as those terms are understood and defined in Rule 144 of the Securities Act, at all times from and after the date hereof;

(b) file with the Commission in a timely manner all reports and other documents required of the Partnership under the Securities Act and the Exchange Act at all times from and after the date hereof; and

(c) furnish to each Holder forthwith upon request a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration.

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Section 2.9 Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder by the Partnership under this Article II may be transferred or assigned by such Holder to one or more transferee(s) or assignee(s) of such Registrable Securities, provided that (a) the Partnership is given written notice of any said transfer or assignment, stating the name and address of each such transferee and identifying the securities with respect to which such registration rights are being transferred or assigned, and (b) each such transferee assumes in writing responsibility for its portion of the obligations of such Holder under this Agreement.

Section 2.10 Representations and Covenants of the Partnership. The Partnership represents and warrants to the Holders that other than as set forth on Schedule 2 attached hereto, there are no other registration rights agreements in effect on the date of this Agreement (other than any contained in the limited partnership agreement of the Partnership). The Partnership covenants and agrees not to effect any public or private sale or distribution of equity securities of the Partnership (other than distributions pursuant to employee benefit plans), including a sale pursuant to Regulation D under the Securities Act (or Section 4(2) thereof), during the ten (10) day period prior to, and during the sixty (60) day period beginning with, the consummation of any Underwritten Offering in which the Holders of Registrable Securities are participating pursuant to this Agreement.

Section 2.11 Merger or Consolidation. In the event the Partnership engages in a merger or consolidation in which Common Units are converted into securities of another company, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Partnership in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Partnership will use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement.

ARTICLE III.

MISCELLANEOUS

Section 3.1 Communications. All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile, courier service or personal delivery:

(a) if to any Holder, at such Holder’s address, which addresses initially are, with respect to each such Holder, the addresses set forth for such Holder in the Credit Agreement,

(b) if to a transferee of any Holder who is not a Lender, to such Holder at the address provided pursuant to Section 2.9 above, and

(c) if to the Partnership, at 1845 Walnut Street, 10^th Floor, Philadelphia, Pennsylvania 19118, notice of which is given in accordance with the provisions of this Section 3.1.

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All such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by any other means.

Section 3.2 Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.

Section 3.3 Assignment of Rights. All or any portion of the rights and obligations of Holders under this Agreement may be transferred or assigned by Holders in accordance with Section 2.9 hereof.

Section 3.4 Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity which such Person may have.

Section 3.5 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

Section 3.6 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 3.7 Governing Law. The laws of the State of New York shall govern this Agreement without regard to principles of conflict of laws.

Section 3.8 Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.

Section 3.9 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth

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or referred to herein with respect to the rights granted by the Partnership set forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

Section 3.10 Amendment. This Agreement may be amended only by means of a written amendment signed by the Partnership and the Administrative Agent; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder.

Section 3.11 No Presumption. In the event any claim is made by a party relating to any conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

ATLAS RESOURCE PARTNERS, L.P.
By:	Atlas Energy Group, LLC,
	its general partner
By:	/s/ Sean McGrath
	Sean McGrath
	Chief Financial Officer

Agreed to and Acknowledged by:

ATLAS ENERGY GROUP, LLC

NEW ATLAS HOLDINGS, LLC

By:	/s/ Sean McGrath
	Sean McGrath
	Chief Financial Officer

[Signature Page to Atlas Registration Rights Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent
By:	/s/ Michael Shannon
	Name:	Michael Shannon
	Title:	Vice President
By:	/s/ Peter Cucchiara
	Name:	Peter Cucchiara
	Title:	Vice President

[Signature Page to Atlas Registration Rights Agreement]

Schedule 1

Common Units

20,962,485 Common Units in the Partnership

Sch. 1 - 1

Schedule 2

Registration Rights Agreements

Registration Rights Agreement, dated as of April 30, 2012, by and among Atlas Resource Partners, L.P. and the several purchasers named therein.

Amended and Restated Registration Rights Agreement, dated as of July 31, 2013, by and among Atlas Resource Partners, L.P. and Wells Fargo Bank, National Association.

Registration Rights Agreement, dated as of July 25, 2012, among Atlas Resource Partners, L.P. and the various parties listed therein.

Registration Rights Agreement, dated as of January 23, 2013, among Atlas Energy Holdings Operating Company, LLC, Atlas Resource Finance Corporation and the initial purchasers named therein.

Registration Rights Agreement, dated July 31, 2013, by and between Atlas Resource Partners, L.P. and Deutsche Bank AG New York Branch.

Sch. 2 - 1

EX-99.1

Exhibit 99.1

NEWS RELEASE

CONTACT:	Brian J. Begley
	Vice President - Investor Relations
	Atlas Resource Partners, L.P.
	(877) 280-2857
	(215) 405-2718 (fax)

ATLAS RESOURCE PARTNERS, L.P. REPORTS OPERATING AND FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2014

• Adjusted EBITDA, including discretionary adjustments by the Board of Directors of the General Partner, was $87.1 million⁽¹⁾ for the fourth quarter 2014, an approximate 39% increase from the prior year quarter

• Distributable cash flow, including discretionary adjustments by the Board of Directors of the General Partner, was $47.1 million⁽¹⁾ for the fourth quarter 2014, an approximate 29% increase from the prior year quarter

• ARP updated its 2015 financial outlook, including full year distribution guidance of $1.30 per unit at an expected coverage range of 1.2x to 1.4x

• ARP will discuss fourth quarter and full year 2014 financial and operational results on a conference call at 9AM ET on Monday, March 2^nd

Philadelphia, PA – March 2, 2015 - Atlas Resource Partners, L.P. (NYSE: ARP) (“ARP” or “the Company”) has reported operating and financial results for the fourth quarter and full year 2014.

Matthew A. Jones, President of ARP, stated, “Our business experienced yet another year of substantial growth and development. We believe that our diversified oil & gas asset base, cash flow from both our production and partnership management business, and the financial actions we have recently taken will allow us to add stability in the current environment.”

*  *  *

• Fourth quarter 2014 Adjusted EBITDA, a non-GAAP measure, including discretionary adjustments by the Board of Directors of the General Partner, was $87.1 million⁽¹⁾, compared to $107.4 million for the third quarter 2014, and $62.6 million for the prior year comparable quarter. Full year 2014 Adjusted EBITDA, including discretionary adjustments by the Board of Directors of the General Partner, was $338.2 million, which was 62% higher than full year 2013 Adjusted EBITDA of $208.6 million. The decrease from the sequential quarter was primarily due to lower realized production margin from the Company’s Eagle Ford and Rangely production, which experienced lower volumes during the period. The variance in production volumes in these areas was attributable to scheduled maintenance activity in the Rangeley Field, and temporary well shut-ins from offset well completions in the Eagle Ford, as well as expected decline from flush Eagle Ford production in prior periods. Results were also affected by lower partnership margin and higher cash general and administrative costs. The increase in Adjusted EBITDA compared to the prior year quarter and full year 2013 was due to cash flow contribution from recently acquired assets in the Eagle Ford shale in south Texas, the acquisition of the Rangely Field oil and liquids assets in northwest Colorado in June 2014, and the acquisition of the GeoMet natural gas assets in West Virginia in May 2014.

• Distributable Cash Flow with discretionary adjustments by the Board of Directors of the General Partner, a non-GAAP measure, was $47.1 million⁽¹⁾, or approximately $0.51 per common unit, for the fourth quarter 2014, compared to $62.7 million for the third quarter 2014 and $36.6 million for the prior year comparable quarter. Full

⁽¹⁾  A reconciliation of GAAP net loss to Adjusted EBITDA and Distributable Cash Flow is provided in the financial tables of this release. Please see footnote 8 to the Financial Information table of this release.

year 2014 Distributable Cash Flow with discretionary adjustments by the Board of Directors of the General Partner was $197.7 million, a 45% increase from the full year 2013 Distributable Cash Flow of $136.4 million. Please see above for explanations of the variances in Distributable Cash Flow with discretionary adjustments by the Board of Directors of the General Partner.

• ARP paid monthly cash distributions totaling approximately $0.59 per limited partner unit for the fourth quarter 2014. On February 23, 2015, ARP announced the January 2015 monthly distribution of $0.1083 per unit ($1.30 per unit on an annualized basis), which will be paid on March 17, 2015 to unitholders of record as of March 10, 2015. ARP expects to achieve a distribution coverage ratio of 1.2x to 1.4x for the full year 2015 at the current distribution level, assuming current forward strip prices for oil and natural gas.

• The Company’s partnership management business raised $166.8 million from its Series 34 – 2014 private placement fundraising in 2014. This amount is over 11% higher than the fundraising amount for its 2013 program, and the Series 34 capital is expected to be deployed to drill new wells in the Eagle Ford Shale, Utica Shale, Mississippi Lime and Marble Falls.

• On a GAAP basis, net loss was $580.8 million for the fourth quarter 2014 compared with net income of $1.1 million for the third quarter 2014 and a net loss of $40.0 million for the prior year comparable period. The net loss for the fourth quarter 2014 was principally generated by non-cash expenses, specifically depreciation and amortization and an asset impairment charge on certain oil and gas properties due recent declines in forward commodity prices. Full year 2014 net loss was $611.0 million, as compared to a net loss of $91.2 million for the full year 2013. The full year net loss increased for similar reasons as mentioned above.

2015 Financial Outlook

ARP has provided an updated financial outlook for the full year 2015, which includes expected cash distributions of $1.30 per unit with distribution coverage of approximately 1.2x to 1.4x. The following are several of the key assumptions included in the forecast:

• Net production volume per day of approximately 289.5 million cubic feet equivalents per day (“Mmcfed”)

• Net realized natural gas price after hedges of $3.58/mcf (72% hedged)

• Net realized crude oil price after hedges of $73.76/bbl (68% hedged)

• Total net production costs of approximately $1.90 per thousand cubic feet equivalent

• $150.0 million in partnership management funds raised for the year ending December 31, 2015

• Total capital expenditures of approximately $172 million for the year ending December 31, 2015, including approximately $62 million of maintenance capital expenditures

• ARP’s forecast for full year 2015 does not assume any consummated acquisitions or net proceeds from the issuance of additional limited partner units.

Recent Events

Merger Transaction Between Targa Resources, Atlas Energy and Atlas Pipeline

On February 27, 2015, ARP’s parent company, Atlas Energy, L.P. (NYSE: ATLS), and ATLS’ midstream subsidiary, Atlas Pipeline Partners, L.P. (NYSE: APL), completed their previously announced merger transactions of Atlas Energy with a subsidiary of Targa Resources Corp. (NYSE: TRGP) (“TRC”) (“ATLS Merger”) and Atlas Pipeline with a subsidiary of Targa Resources Partners LP (“TRP”) (“APL Merger”). The consummation of the mergers followed the approval of the mergers by ATLS and APL unitholders as well as TRC stockholders at special meetings which occurred on Friday, February 20, 2015.

Immediately prior to the closing of the acquisition of ATLS by TRC, ATLS transferred its non-midstream assets to Atlas Energy Group, LLC (“AEG”), a wholly owned subsidiary of ATLS, and then distributed to the ATLS unitholders common units representing a 100% limited liability company interest in AEG. Among other interests, AEG now owns 100% of the general partner interest and a 28% limited partner interest in ARP.

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Year End 2014 Oil & Gas Reserves

During the 2014 calendar year, ARP continued to increase its oil & gas reserves and undeveloped properties through both strategic acquisitions as well as organic development. This activity was highlighted by ARP’s acquisitions of natural gas properties in West Virginia (GeoMet), mature oil properties in the Rangely Field in northwest Colorado, and oil-rich reserves in the Eagle Ford shale in south Texas. These acquisitions were accompanied by ongoing development in the Company’s key operating areas of the Mississippi Lime, Marble Falls and the Utica Shale.

As of December 31, 2014, based on the SEC average price assumptions of $4.35 per mcf for natural gas and $94.99 per barrel for crude oil, net proved oil and gas reserves were approximately 1.429 trillion cubic feet equivalents (“Tcfe”), an increase of approximately 22% from the year end 2013 reserve levels. The year end 2014 reserves were valued at a PV-10 amount of approximately $1.99 billion, which does not include the value of ARP’s commodity derivatives. The fair value of ARP’s commodity derivatives at December 31, 2014 was approximately $266.5 million. Approximately 77% of ARP’s reserves were proved developed, compared to 68% at the end of 2013.

E&P Operating Results

• Average net daily production for the fourth quarter 2014 was 285.1 Mmcfed, approximately 10% higher than the prior year comparable quarter. The increase in net production from the prior year quarter was due primarily to the acquisition of the Eagle Ford assets in November 2014, as well as the Rangely Field assets in June 2014 and the GeoMet natural gas production assets in May 2014.

• ARP’s net realized price for natural gas including the effect of hedge positions was $3.66 per mcf for the fourth quarter, compared to $3.55 per mcf for the third quarter 2014. Net realized oil prices including the effect of hedge positions averaged $84.81 per barrel for the fourth quarter 2014, compared to $90.18 for the third quarter 2014.

• Investment partnership margin contributed $13.6 million to Adjusted EBITDA and distributable cash flow for the fourth quarter 2014 compared with $18.1 million for the sequential quarter. The $4.5 million decrease in investment partnership margin was due to higher amounts of capital deployed during the 3^rd quarter due to scheduled changes in well drilling activity.

Hedge Positions

• ARP continued to expand its commodity hedge positions on its existing production during the fourth quarter and full year 2014. A summary of ARP’s derivative positions as of March 2, 2015 is provided in the financial tables of this release. During the fourth quarter 2014, ARP was approximately 75% hedged on its net natural gas production and approximately 90% hedged on its net oil production.

Corporate Expenses & Capital Position

• Cash general and administrative expense was $13.1 million for the fourth quarter 2014, $3.6 million higher than the third quarter 2014 and $5.3 million higher than the prior year fourth quarter. The increase compared with prior periods was due primarily to higher costs related to increased personnel managing ARP’s expanded asset base, as well as higher administrative and marketing costs associated with ARP’s 2014 partnership program.

• Cash interest expense was $16.0 million for the fourth quarter 2014, $1.8 million higher than the third quarter 2014 and $4.8 million higher than the prior year fourth quarter. The increase from the third quarter 2014 prior periods was primarily due to higher levels of borrowing used to expand ARP’s operations over the prior periods, including the issuance of an additional $75 million of the Company’s 9.25% Senior Notes due in 2021, from which the proceeds were utilized to purchase the Eagle Ford Shale assets during the fourth quarter 2014. The increase compared to the prior year quarter was due to the issuance of the 9.25% Senior Notes above, as well as a $100 million follow-on offering in May 2014 of the Company’s 7.75% Senior Notes due in 2021 to partially fund ARP’s acquisition of oil producing properties in the Rangely Field in northwest Colorado.

• At December 31, 2014, ARP had $1.394 billion of total debt, including $696.0 million outstanding under its revolving credit facility. The increase in total debt from the third quarter 2014 was due primarily to the issuance of the additional 9.25% Senior Notes during the fourth quarter 2014 to partially fund the Eagle Ford acquisition on November 5, 2014.

*  *  *

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ARP will be discussing its fourth quarter and full year 2014 results on an investor call with management on Monday, March 2, 2015 at 9:00 am Eastern Time. Interested parties are invited to access the live webcast the investor call by going to the Investor Relations section of Atlas Resource’s website at www.atlasresourcepartners.com. For those unavailable to listen to the live broadcast, the replay of the webcast will be available following the live call on the Atlas Resource website and telephonically beginning at approximately 1:00 p.m. ET on March 2, 2015 by dialing 855-859-2056, passcode: 89716873.

Atlas Resource Partners, L.P. (NYSE: ARP) is an exploration & production master limited partnership which owns an interest in over 14,500 producing natural gas and oil wells, located primarily in Appalachia, the Barnett Shale (TX), the Mississippi Lime (OK), the Raton Basin (NM), Black Warrior Basin (AL) and the Rangely Field in Colorado. ARP is also the largest sponsor of natural gas and oil investment partnerships in the U.S. For more information, please visit our website at www.atlasresourcepartners.com, or contact Investor Relations at InvestorRelations@atlasenergy.com.

Atlas Energy Group, LLC (NYSE: ATLS) is a master limited partnership which owns the following interests: all of the general partner interest, incentive distribution rights and an approximate 28% limited partner interest in its upstream oil & gas subsidiary, Atlas Resource Partners, L.P.; the general partner interests, incentive distribution rights and limited partner interests in its private E&P development subsidiary; and a general partner interest in Lightfoot Capital Partners, an entity that invests directly in energy-related businesses and assets. For more information, please visit our website at www.atlasenergy.com, or contact Investor Relations at InvestorRelations@atlasenergy.com.

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Cautionary Note Regarding Forward-Looking Statements

Certain matters discussed within this press release are forward-looking statements. Although Atlas Resource Partners, L.P. believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Atlas Resource Partners does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. 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 realize the benefits of its acquisitions; 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, current reports on Form 8-K and annual reports on Form 10-K. Forward-looking statements speak only as of the date hereof, and we assume no obligation to update such statements, except as may be required by applicable law.

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ATLAS RESOURCE PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per unit data)

	Three Months Ended						Years Ended
	December 31,						December 31,
	2014			2013			2014			2013
Revenues:
Gas and oil production	$	128,261		$	93,293		$	453,957		$	266,783
Well construction and completion		46,647			75,590			173,564			167,883
Gathering and processing		2,820			4,037			14,107			15,676
Administration and oversight		3,492			3,354			15,564			12,277
Well services		6,518			4,789			24,959			19,492
Other, net		3,066			133			3,409			(14,456	)
Total revenues		190,804			181,196			685,560			467,655
Costs and expenses:
Gas and oil production		47,717			33,567			176,194			97,237
Well construction and completion		40,562			65,730			150,925			145,985
Gathering and processing		3,625			4,245			15,525			18,012
Well services		2,482			2,506			10,007			9,515
General and administrative		21,455			14,296			72,349			78,063
Depreciation, depletion and amortization		62,641			51,702			233,731			136,763
Asset impairment		573,774			38,014			573,774			38,014
Total costs and expenses		752,256			210,060			1,232,505			523,589
Operating loss		(561,452	)		(28,864	)		(546,945	)		(55,934	)
Gain (loss) on asset sales and disposal		(183	)		1,048			(1,869	)		(987	)
Interest expense		(19,116	)		(12,179	)		(62,144	)		(34,324	)
Net loss		(580,751	)		(39,995	)		(610,958	)		(91,245	)
Preferred limited partner dividends		(5,969	)		(4,400	)		(19,267	)		(11,992	)
Net loss attributable to common limited partners and the general partner	$	(586,720	)	$	(44,395	)	$	(630,225	)	$	(103,237	)
Allocation of net loss attributable to common limited partners and the general partner:
General partner’s interest	$	(8,673	)	$	1,209		$	(1,299	)	$	3,344
Common limited partners’ interest		(578,047	)		(45,604	)		(628,926	)		(106,581	)
Net loss attributable to common limited partners and the general partner	$	(586,720	)	$	(44,395	)	$	(630,225	)	$	(103,237	)
Net loss attributable to common limited partners per unit:
Basic and Diluted	$	(7.06	)	$	(0.77	)	$	(8.42	)	$	(2.03	)
Weighted average common limited partner units outstanding:
Basic and Diluted		81,919			59,447			74,716			52,528

5

ATLAS RESOURCE PARTNERS, L.P.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands)

	December 31,
	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	15,247		$	1,828
Accounts receivable		112,038			58,822
Current portion of derivative asset		141,366			1,891
Subscriptions receivable		32,398			47,692
Prepaid expenses and other		26,011			10,097
Total current assets		327,060			120,330
Property, plant and equipment, net		2,208,171			2,120,818
Goodwill and intangible assets, net		14,330			32,747
Long-term derivative asset		127,933			27,084
Other assets, net		50,081			42,821
	$	2,727,575		$	2,343,800
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	109,049		$	69,346
Advances from affiliates		4,271			26,742
Liabilities associated with drilling contracts		40,611			49,377
Current portion of derivative liability		—			6,353
Accrued well drilling and completion costs		80,404			40,481
Distribution payable		20,876			—
Accrued liabilities		83,847			51,416
Total current liabilities		339,058			243,715
Long-term debt		1,394,460			942,334
Asset retirement obligations and other		108,561			90,460
Commitments and contingencies
Partners’ Capital:
General partner’s interest		(13,697	)		4,482
Preferred limited partners’ interests		163,522			183,477
Common limited partners’ interests		548,586			852,457
Class C common limited partner warrants		1,176			1,176
Accumulated other comprehensive income		185,909			25,699
Total partners’ capital		885,496			1,067,291
	$	2,727,575		$	2,343,800

6

ATLAS RESOURCE PARTNERS, L.P.

Financial and Operating Highlights

(unaudited)

	Three Months Ended						Years Ended
	December 31,						December 31,
	2014			2013			2014			2013
Net loss attributable to common limited partners per unit - basic	$	(7.06	)	$	(0.77	)	$	(8.42	)	$	(2.03	)
Cash distributions paid per unit(1)	$	0.590		$	0.580		$	2.343		$	2.190
Production revenues (in thousands):
Natural gas	$	75,790		$	71,440		$	302,826		$	186,229
Oil		42,444			11,766			110,070			44,160
Natural gas liquids		10,027			10,087			41,061			36,394
Total production revenues	$	128,261		$	93,293		$	453,957		$	266,783
Production volume:(2)(3)
Appalachia: (4)
Natural gas (Mcfd)		35,420			45,768			38,160			36,705
Oil (Bpd)		355			452			381			332
Natural gas liquids (Bpd)		43			70			41			22
Total (Mcfed)		37,807			48,904			40,689			38,825
Coal-bed Methane: (4)
Natural gas (Mcfd)		126,511			113,346			120,768			47,848
Oil (Bpd)		—			—			—			—
Natural gas liquids (Bpd)		—			—			—			—
Total (Mcfed)		126,511			113,346			120,768			47,848
Barnett/Marble Falls:
Natural gas (Mcfd)		54,143			61,625			57,361			65,053
Oil (Bpd)		923			692			1,066			808
Natural gas liquids (Bpd)		2,598			2,734			2,698			2,751
Total (Mcfed)		75,264			82,179			79,946			86,409
Rangely/Eagle Ford: (4) (5)
Natural gas (Mcfd)		693			—			175			—
Oil (Bpd)		3,535			—			1,538			—
Natural gas liquids (Bpd)		421			—			173			—
Total (Mcfed)		24,433			—			10,438			—
Mississippi Lime/Hunton:
Natural gas (Mcfd)		8,339			5,269			6,810			4,873
Oil (Bpd)		599			252			427			171
Natural gas liquids (Bpd)		669			432			561			322
Total (Mcfed)		15,948			9,374			12,734			7,834
Other Operating Areas: (4)
Natural gas (Mcfd)		3,152			3,922			3,253			4,408
Oil (Bpd)		27			16			25			18
Natural gas liquids (Bpd)		310			333			330			378
Total (Mcfed)		5,177			6,018			5,384			6,786
Total Production: (3)(5)
Natural gas (Mcfd)		228,258			229,931			226,526			158,886
Oil (Bpd)		5,440			1,413			3,436			1,329
Natural gas liquids (Bpd)		4,040			3,569			3,802			3,473
Total (Mcfed)		285,139			259,821			269,958			187,701
Average sales prices: (3)
Natural gas (per Mcf) (6)	$	3.66		$	3.63		$	3.76		$	3.47
Oil (per Bbl)(7)	$	84.81		$	90.51		$	87.76		$	91.01
Natural gas liquids (per Bbl) (8)	$	26.97		$	30.72		$	29.59		$	28.71
Production costs:(3)(9)
Lease operating expenses per Mcfe	$	1.34		$	1.03		$	1.29		$	1.09
Production taxes per Mcfe		0.28			0.18			0.27			0.18
Transportation and compression expenses per Mcfe		0.22			0.28			0.25			0.24
Total production costs per Mcfe	$	1.84		$	1.49		$	1.81		$	1.50
Depletion per Mcfe(3)	$	2.28		$	2.07		$	2.27		$	1.89

7

⁽¹⁾  Represents the cash distributions declared for the respective period and paid by ARP within 45 days after the end of each month within each quarter, based upon the distributable cash flow generated during the respective period.

⁽²⁾  Production quantities consist of the sum of (i) ARP’s proportionate share of production from wells in which it has a direct interest, based on ARP’s proportionate net revenue interest in such wells, and (ii) ARP’s proportionate share of production from wells owned by the investment partnerships in which ARP has an interest, based on its equity interest in each such partnership and based on each partnership’s proportionate net revenue interest in these wells.

⁽³⁾  “Mcf” and “Mcfd” represent thousand cubic feet and thousand cubic feet per day; “Mcfe” and “Mcfed” represent thousand cubic feet equivalents and thousand cubic feet equivalents per day, and “Bbl” and “Bpd” represent barrels and barrels per day. Barrels are converted to Mcfe using the ratio of six Mcf’s to one barrel.

⁽⁴⁾  Appalachia includes ARP’s production located in Pennsylvania, Ohio, New York and West Virginia (excluding the Cedar Bluff area); Coal-bed methane includes ARP’s production located in the Raton Basin in northern New Mexico, the Black Warrior Basin in central Alabama, the Cedar Bluff area of West Virginia and Virginia, and the County Line area of Wyoming; Rangely/Eagle Ford includes ARP’s 25% non-operated net working interest in oil and natural gas liquids producing assets in the Rangely field in northwest Colorado and its production located in southern Texas; Other operating areas include ARP’s production located in the Chattanooga, New Albany/Antrim and Niobrara Shales.

⁽⁵⁾  Volumetric production per day for Rangely/Eagle Ford for the year ended December 31, 2014 includes Rangely production from July 1, 2014, the date of the acquisition, through December 31, 2014; Eagle Ford includes production from November 5, 2014, the date of the acquisition, through December 31, 2014. Production per day for Rangely/Eagle Ford and total production per day represents total production volume over the 92 and 365 days within the three months and year ended December 31, 2014, respectively.

⁽⁶⁾  ARP’s average sales prices for natural gas before the effects of financial hedging were $3.51 per Mcf and $3.35 per Mcf for the three months ended December 31, 2014 and 2013, respectively, and $3.93 per Mcf and $3.25 per Mcf for the year ended December 31, 2014 and 2013, respectively. These amounts exclude the impact of subordination of production revenues to investor partners within the investor partnerships. Including the effects of subordination, average natural gas sales prices were $3.61 per Mcf ($3.46 per Mcf before the effects of financial hedging) and $3.38 per Mcf ($3.10 per Mcf before the effects of financial hedging) for the three months ended December 31, 2014 and 2013, respectively, and $3.66 per Mcf ($3.84 per Mcf before the effects of financial hedging) and $3.21 per Mcf ($2.99 per Mcf before the effects of financial hedging) for the years ended December 31, 2014 and 2013, respectively.

⁽⁷⁾  ARP’s average sales prices for oil before the effects of financial hedging were $65.29 per barrel and $94.17 per barrel for the three months ended December 31, 2014 and 2013, respectively, and $82.22 per barrel and $95.88 per barrel for the years ended December 31, 2014 and 2013, respectively.

⁽⁸⁾  ARP’s average sales prices for natural gas liquids before the effects of financial hedging were $21.80 per barrel and $32.04 per barrel for the three months ended December 31, 2014 and 2013, respectively, and $29.39 per barrel and $29.43 per barrel for the years ended December 31, 2014 and 2013, respectively.

⁽⁹⁾  Production costs include labor to operate the wells and related equipment, repairs and maintenance, materials and supplies, property taxes, severance taxes, insurance, production overhead and transportation expenses. These amounts exclude the effects of ARP’s proportionate share of lease operating expenses associated with subordination of production revenue to investor partners within ARP’s investor partnerships. Including the effects of these costs, lease operating expenses per Mcfe were $1.32 per Mcfe ($1.82 per Mcfe for total production costs) and $0.94 per Mcfe ($1.40 per Mcfe for total production costs) for the three months ended December 31, 2014 and 2013, respectively, and $1.27 per Mcfe ($1.79 per Mcfe for total production costs) and $1.01 per Mcfe ($1.42 per Mcfe for total production costs) for the years ended December 31, 2014 and 2013, respectively.

8

ATLAS RESOURCE PARTNERS, L.P.

CAPITALIZATION INFORMATION

(unaudited; in thousands)

	December 31, 2014			December 31, 2013
Total debt	$	1,394,460		$	942,334
Less: Cash		(15,247	)		(1,828	)
Total net debt/(cash)		1,379,213			940,506
Partners’ capital		885,496			1,067,291
Total capitalization	$	2,264,709		$	2,007,797
Ratio of net debt to capitalization		0.61x			0.47x

ATLAS RESOURCE PARTNERS, L.P.

CAPITAL EXPENDITURE DATA

(unaudited; in thousands)

	Three Months Ended December 31,				Years Ended December 31,
	2014		2013		2014		2013
Maintenance capital expenditures (1)	$	19,000	$	10,500	$	65,300	$	31,500
Expansion capital expenditures		43,149		49,041		147,334		232,037
Total	$	62,149	$	59,541	$	212,634	$	263,537

⁽¹⁾  Oil and gas assets naturally decline in future periods and, as such, ARP recognizes the estimated capitalized cost of stemming such decline in production margin for the purpose of stabilizing its Distributable Cash Flow and cash distributions, which it refers to as maintenance capital expenditures. ARP calculates the estimate of maintenance capital expenditures by first multiplying its forecasted future full year production margin by its expected aggregate production decline of proved developed producing wells. Maintenance capital expenditures are then the estimated capitalized cost of wells that will generate an estimated first year margin equivalent to the production margin decline, assuming such wells are connected on the first day of the calendar year. ARP does not incur specific capital expenditures expressly for the purpose of maintaining or increasing production margin, but such amounts are a hypothetical subset of wells it expects to drill in future periods, including Marcellus Shale, Utica Shale, Mississippi Lime and Marble Falls wells, on undeveloped acreage already leased. Estimated capitalized cost of wells included within maintenance capital expenditures are also based upon relevant factors, including utilization of public forward commodity exchange prices, current estimates for regional pricing differentials, estimated labor and material rates and other production costs. Estimates for maintenance capital expenditures in the current year are the sum of the estimate calculated in the prior year plus estimates for the decline in production margin from wells connected during the current year and production acquired through acquisitions. ARP considers expansion capital expenditures to be any capital expenditure costs expended that are not maintenance capital expenditures – generally, this will include expenditures to increase, rather than maintain, production margin in future periods, as well as land, gathering and processing, and other non-drilling capital expenditures.

9

ATLAS RESOURCE PARTNERS, L.P.

Financial Information

(unaudited; in thousands, except per unit amounts)

	Three Months Ended						Years Ended
	December 31,						December 31,
	2014			2013			2014			2013
Reconciliation of net loss to non-GAAP measures(1):
Net loss	$	(580,751	)	$	(39,995	)	$	(610,958	)	$	(91,245	)
Acquisition and related costs		5,049			4,026			17,814			29,923
Depreciation, depletion and amortization		62,641			51,702			233,731			136,763
Asset impairment		573,774			38,014			573,774			38,014
Amortization of deferred finance costs		3,155			1,007			9,445			9,649
Non-cash stock compensation expense		1,725			2,471			8,067			12,679
Maintenance capital expenditures(2)		(16,300	)		(10,500	)		(50,550	)		(28,167	)
Preferred unit distribution		(4,707	)		(4,400	)		(18,005	)		(12,677	)
Loss (gain) on asset sales and disposal		183			(1,048	)		1,869			987
Premiums paid on swaption derivative contracts associated with asset acquisitions(3)		—			—			—			14,617
Non-cash valuation allowance		1,590			—			1,590			—
Unrealized gain on mark-to-market derivatives		(2,819	)		—			(2,819	)		—
Other		(188	)		53			(204	)		53
Distributable cash flow attributable to limited partners and the general partner(1)	$	43,352		$	41,330		$	163,754		$	110,596
Supplemental Adjusted EBITDA and Distributable Cash Flow Summary:
Gas and oil production margin	$	80,544		$	59,726		$	277,763		$	169,546
Well construction and completion margin		6,085			9,860			22,639			21,898
Administration and oversight margin		3,492			3,354			15,564			12,277
Well services margin		4,036			2,283			14,952			9,977
Gathering and processing margin		(805	)		(208	)		(1,418	)		(2,336	)
Cash general and administrative expenses(4)		(13,091	)		(7,799	)		(44,878	)		(35,461	)
Other, net		59			186			386			214
Adjusted EBITDA(1)		80,320			67,402			285,008			176,115
Cash interest expense(5)		(15,961	)		(11,172	)		(52,699	)		(24,675	)
Preferred unit distribution		(4,707	)		(4,400	)		(18,005	)		(12,677	)
Maintenance capital expenditures(2)		(16,300	)		(10,500	)		(50,550	)		(28,167	)
Distributable Cash Flow attributable to limited partners and the general partner(1)	$	43,352		$	41,330		$	163,754		$	110,596
Discretionary adjustments considered by the Board of Directors of the General Partner in the determination of quarterly cash distributions:
Net cash from acquisitions from the effective date through closing date(6)		3,757			—			33,959			25,791
Well construction and completion margin earned(7)		—			(4,760	)		—			—
Distributable Cash Flow with discretionary adjustments by the Board of Directors of the General Partner(8)	$	47,109		$	36,570		$	197,713		$	136,387
Distributions Paid(9)	$	53,729		$	37,381		$	198,740		$	130,464
per limited partner unit	$	0.590		$	0.580		$	2.343		$	2.190
Excess (shortfall) of distributable cash flow with discretionary adjustments by the Board of Directors of the General Partner after distributions to unitholders(10)	$	(6,620	)	$	(811	)	$	(1,027	)	$	5,923

⁽¹⁾  Although not prescribed under generally accepted accounting principles (“GAAP”), ARP’s management believes the presentation of EBITDA, Adjusted EBITDA and Distributable Cash Flow (“DCF”) is relevant and useful because it helps ARP’s investors understand its operating performance, allows for easier comparison of its results with other master limited partnerships (“MLP”), and is a critical component in the determination of quarterly cash distributions. As a MLP, ARP is required to distribute 100% of available cash, as defined in its limited partnership agreement (“Available Cash”) and subject to cash reserves established by its general partner, to investors on a quarterly basis. ARP refers to Available Cash prior to the establishment of cash reserves as DCF. EBITDA, Adjusted EBITDA and DCF should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. While ARP’s management believes that its methodology of calculating EBITDA, Adjusted EBITDA and DCF

10

is generally consistent with the common practice of other MLPs, such metrics may not be consistent and, as such, may not be comparable to measures reported by other MLPs, who may use other adjustments related to their specific businesses. EBITDA, Adjusted EBITDA and DCF are supplemental financial measures used by the ARP’s management and by external users of ARP’s financial statements such as investors, lenders under ARP’s credit facility, research analysts, rating agencies and others to assess its:

• Operating performance as compared to other publicly traded partnerships and other companies in the upstream energy sector, without regard to financing methods, historical cost basis or capital structure;

• Ability to generate sufficient cash flows to support its distributions to unitholders;

• Ability to incur and service debt and fund capital expansion;

• The viability of potential acquisitions and other capital expenditure projects; and

• Ability to comply with financial covenants in its Amended Credit Facility, which is calculated based upon Adjusted EBITDA.

DCF is determined by calculating EBITDA, adjusting it for non-cash, non-recurring and other items to achieve Adjusted EBITDA, and then deducting cash interest expense and maintenance capital expenditures. ARP defines EBITDA as net income (loss) plus the following adjustments:

• Interest expense;

• Income tax expense; and

• Depreciation, depletion and amortization.

ARP defines Adjusted EBITDA as EBITDA plus the following adjustments:

• Asset impairments;

• Acquisition and related costs;

• Non-cash stock compensation;

• (Gains) losses on asset disposal;

• Cash proceeds received from monetization of derivative transactions;

• Premiums paid on swaption derivative contracts;

• Non-cash valuation allowances; and

• Other items.

ARP adjusts DCF for non-cash, non-recurring and other items for the sole purpose of evaluating its cash distribution for the quarterly period, with EBITDA and Adjusted EBITDA adjusted in the same manner for consistency. ARP defines DCF as Adjusted EBITDA less the following adjustments:

• Cash interest expense;

• Preferred unit cash distributions; and

• Maintenance capital expenditures.

⁽²⁾  Production from oil and gas assets naturally declines in future periods and, as such, ARP recognizes the estimated capitalized cost of stemming such declines in production margin for the purpose of stabilizing its DCF and cash distributions, which it refers to as maintenance capital expenditures. ARP calculates the estimate of maintenance capital expenditures by first multiplying its forecasted future full year production margin by its expected aggregate production decline of proved developed producing wells. Maintenance capital expenditures are then the estimated capitalized cost of wells that will generate an estimated first year margin equivalent to the production margin decline, assuming such wells are connected on the first day of the calendar year. ARP does not incur specific capital expenditures expressly for the purpose of maintaining or increasing production margin, but such amounts are a hypothetical subset of wells it expects to drill in future periods, including Marcellus Shale, Utica Shale, Mississippi Lime, and Marble Falls wells, on undeveloped acreage already leased. Estimated capitalized cost of wells included within maintenance capital expenditures are also based upon relevant factors, including utilization of public forward commodity exchange prices, current estimates for regional pricing differentials, estimated labor and material rates and other production costs. Estimates for maintenance capital expenditures in the current year are the sum of the estimate calculated in the prior year plus estimates for the decline in production margin from wells connected during the current year and production acquired through acquisitions. ARP considers expansion capital expenditures to be any capital expenditure costs expended that are not maintenance capital expenditures – generally, this will include expenditures to increase, rather than maintain, production margin in future periods, as well as land, gathering and processing, and other non-drilling capital expenditures.

⁽³⁾  Swaption derivative contracts grant ARP the option to enter into a swap derivative transaction to hedge future production period sales prices for a stated option period, which generally have a duration of a few months and commences upon entering into the derivative contract, in return for an upfront premium. The amounts included within the reconciliation reflect the amortization of premiums ARP paid to enter into swaption derivative contracts for certain acquired volumes over the option period. Generally, ARP enters into swaption derivative contracts to hedge acquired volumes after the announcement of the signed definitive purchase and sale agreement to acquire the oil and gas properties, but before it closes on the transaction, as its senior secured revolving credit agreement does not allow it to hedge production volume until it owns such volumes. ARP excludes such costs in its determination of DCF, Adjusted EBITDA and cash distributions for the respective period as they are specific to the related transaction.

⁽⁴⁾  Excludes non-cash stock compensation expense and certain acquisition and related costs.

⁽⁵⁾  Excludes non-cash amortization of deferred financing costs.

⁽⁶⁾  These amounts reflect net cash proceeds received from the respective effective date through the respective closing date of assets acquired, less estimated and pro forma amounts of maintenance capital expenditures and financing costs. The management of ARP believes these amounts are critical in its evaluation of DCF and cash distributions for the period. Under GAAP, such amounts are characterized as purchase price adjustments and are reflected in the net purchase price paid for the acquired assets, rather than reflected as components of net income or loss for the period. For the three months ended December 31, 2014, such amounts include net cash generated by the Eagle Ford assets from October 1, 2014 to November 4, 2014 of $6.8 million, less pro forma interest expense of $0.4 million and estimated maintenance capital expenditures of $2.7 million. For the year ended December 31, 2014, such amounts include net cash generated by the GeoMet assets from January 1, 2014 to May 11, 2014, the Rangely assets from April 1, 2014 to June 30, 2014, and the Eagle Ford assets from July 1, 2014 to November 4, 2014 of $53.2 million, less pro forma interest expense of $2.8 million, pro-forma preferred unit cash distributions of $1.7 million, and estimated maintenance capital expenditures of $14.7 million. For the year ended December 31, 2013, such amounts include pro forma net cash generated by the EP Energy assets from April 1, 2013 to July 31, 2013 of $32.4 million, less pro forma interest expense of $3.3 million and estimated maintenance capital expenditures of $3.3 million.

⁽⁷⁾  This amount reflects well construction and completion margin from the deployment of capital for the investment partnership programs during the three months ended September 30, 2013 for which ARP was required to defer recognition under GAAP until additional investor funds were received. Under ARP’s annual investment partnership programs, investor funds must be received by the particular investment partnership by December 31^st of that calendar year to be eligible for an investment in that program.

⁽⁸⁾  Including the discretionary adjustments by the Board of Directors of the General Partner in the determination of quarterly cash distributions, Adjusted EBITDA would have been $87.1 million and $62.6 million for the three months ended December 31, 2014 and 2013, respectively, and $338.2 million and $208.6 million for the years ended December 31, 2014 and 2013, respectively.

11

⁽⁹⁾  Represents the cash distributions declared for the respective period and paid by ARP within 45 days after the end of each month within each quarter, based upon the distributable cash flow generated during the respective period.

⁽¹⁰⁾  ARP seeks to at least maintain its current cash distribution in future quarterly periods, and expects to only increase such cash distributions when future Distributable Cash Flow amounts allow for it and are expected to be sustained. ARP’s determination of quarterly cash distributions and its resulting determination of the amount of excess (shortfall) those cash distributions generate in comparison to Distributable Cash Flow are based upon its assessment of numerous factors, including but not limited to future commodity price and interest rate movements, variability of well productivity, weather effects, and financial leverage. ARP also considers its historical trailing four quarters of excess or shortfalls and future forecasted excess or shortfalls that its cash distributions generate in comparison to Distributable Cash Flow due to the variability of its Distributable Cash Flow generated each quarter, which could cause it to have more or less excess (shortfalls) generated from quarter to quarter.

12

ATLAS RESOURCE PARTNERS, L.P.

Hedge Position Summary

(as of March 2, 2015)

Natural Gas

Fixed Price Swaps

Production Period Ended December 31,	Average Fixed Price (per mmbtu)(a)		Volumes (mmbtus)(a)
2015	$	4.23		54,834,492
2016	$	4.23		53,546,320
2017	$	4.22		49,920,000
2018	$	4.17		40,800,000
2019	$	4.02		15,960,000

Costless Collars

Production Period Ended December 31,	Average Floor Price (per mmbtu)(a)		Average Ceiling Price (per mmbtu)(a)		Volumes (mmbtus)(a)
2015	$	4.23	$	5.13		3,480,000

Put Options – Drilling Partnerships

Production Period Ended December 31,	Average Fixed Price (per mmbtu)(a)		Average Volumes (mmbtus)(a)
2015	$	4.00		1,440,000
2016	$	4.15		1,440,000

WAHA Basis Swaps

Production Period Ended December 31,	Average Fixed Price (per mmbtu)(a)			Average Volumes (mmbtus)(a)
2015	$	(0.0821	)		5,250,000

Crude Oil

Fixed Price Swaps

Production Period Ended December 31,	Average Fixed Price (per bbl)(a)		Volumes (bbls)(a)
2015	$	88.31		1,878,000
2016	$	83.50		1,425,000
2017	$	77.28		1,140,000
2018	$	76.28		1,080,000
2019	$	68.37		540,000

Costless Collars

Production Period Ended December 31,	Average Floor Price (per bbl)(a)		Average Ceiling Price (per bbl)(a)		Volumes (bbls)(a)
2015	$	83.85	$	110.65		29,250

^(a)  “mmbtu” represents million metric British thermal units.; “bbl” represents barrel.

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Natural Gas Liquids

Crude Oil Fixed Price Swaps

Production Period Ended December 31,	Average Fixed Price (per bbl)(a)		Volumes (bbls)(a)
2016	$	85.65		84,000
2017	$	83.78		60,000

Mt Belvieu Propane Swaps

Production Period Ended December 31,	Average Fixed Price (per gallon)		Volumes (bbls)(a)
2015	$	1.0161		192,000

Mt Belvieu Butane Swaps

Production Period Ended December 31,	Average Fixed Price (per gallon)		Volumes (bbls)(a)
2015	$	1.2481		36,000

Mt Belvieu Iso-Butane Swaps

Production Period Ended December 31,	Average Fixed Price (per gallon)		Volumes (bbls)(a)
2015	$	1.2631		36,000

Mt Belvieu Natural Gasoline Swaps

Production Period Ended December 31,	Average Fixed Price (per gallon)		Volumes (bbls)(a)
2015	$	1.9831		120,000

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