Atlas Pipeline Partners, L.P. Completes Joint Venture with Williams for the Marcellus Shale Gathering System; Atlas Pipeline'...

Atlas Pipeline Partners (NYSE:APL) (�APL� or �Atlas Pipeline�) announced that it has activated its joint venture with Williams (NYSE:WMB) (�Williams�) pursuant to a previously announced joint venture agreement. Atlas Pipeline and Williams have formed Laurel Mountain Midstream, LLC (�Laurel Mountain�), which aims to expand and develop Atlas' presence in the southwestern Pennsylvania portion of the Marcellus Shale. APL's affiliate, Atlas Energy Resources, LLC (NYSE:ATN), a leading producer and driller of Marcellus wells, will be the anchor tenant on the system.

Atlas Pipeline will receive approximately $90 million in cash, a preferred equity right to proceeds under a $25.5 million obligation (the �Obligation�) from Williams, and a 49% equity interest in Laurel Mountain. The Obligation amortizes in equal principal installments over a three-year period and the right to receive accrued principal and interest can be converted at APL's option into an equivalent sum to pay capital expenditures Atlas Pipeline would otherwise be required to fund under the joint venture agreement.

As previously announced, APL has entered into an amendment to its Revolving Credit and Term Loan Agreement that governs a $380 million revolving credit facility and a $463 million term loan facility. Through this amendment, APL gained increased operating liquidity and added financial flexibility from relaxed EBITDA and total debt covenants. Further details regarding the APL amended credit agreement have been filed with the SEC on June 1, 2009, under a Form 8-K submission.

Yesterday, June 1, 2009, Atlas Pipeline Holdings, L.P. (NYSE:AHD) (�AHD�), the parent of the general partner of APL, substantially reduced its outstanding indebtedness by repaying $30 million on its credit facility. The remaining balance of approximately $16 million will be paid down over the next year in equal quarterly installments. In effectuating the repayment, AHD used proceeds from a $15 million issuance of preferred units to APL (AHD's $15 Million issuance of Preferred Stock to APL remains outstanding). Atlas America, Inc. (NASDAQ:ATLS) (�Atlas America�), which owns 64% of the common units as well as 100% of the general partner of AHD, also loaned $15 million to AHD and has guaranteed payment of the remaining balance of $16 million. Atlas America's commitments are collateralized by AHD's assets, including its ownership of 5.8 million common units, a 2% general partner interest, and all the incentive distribution rights of Atlas Pipeline, subject only to full repayment of the final $16 million of the AHD bank loan which repayment Atlas America is guaranteeing.

Further details regarding this amendment to the AHD credit agreement will be included in a Form 8-K submission to be filed today.

Atlas Pipeline Holdings, L.P. is a limited partnership which owns and operates the general partner of Atlas Pipeline Partners, L.P., through which it owns a 2% general partner interest, all the incentive distribution rights and approximately 5.8 million common units of Atlas Pipeline Partners.

Atlas Pipeline Partners, L.P. is active in the transmission, gathering and processing segments of the midstream natural gas industry. In the Mid-Continent region of Oklahoma, Arkansas, southern Kansas, northern and western Texas and the Texas panhandle, APL owns and operates eight active gas processing plants and a treating facility, as well as approximately 7,900 miles of active intrastate gas gathering pipeline. In Appalachia, APL is a 49% joint venture partner with Williams in Laurel Mountain Midstream, LLC, which manages the natural gas gathering system in that region, namely from the Marcellus Shale in southwestern Pennsylvania. For more information, visit the Partnership�s website at www.atlaspipelinepartners.com or contact investorrelations@atlaspipelinepartners.com.

Atlas America, Inc. owns an approximate 48% common unit interest and all of the Class A and management incentive interests in Atlas Energy Resources, LLC (NYSE:ATN). Atlas America, Inc. also owns 1.1 million common units in Atlas Pipeline Partners, L.P. and a 64% interest in Atlas Pipeline Holdings, L.P. For more information, please visit our website at www.atlasamerica.com, or contact Investor Relations at InvestorRelations@atlasamerica.com.

Certain matters discussed within this press release are forward-looking statements. Although Atlas Pipeline Holdings, 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. Factors that could cause actual results to differ materially from expectations include financial performance, inability of Atlas Pipeline Partners to successfully integrate the operations at the acquired systems, regulatory changes, changes in local or national economic conditions and other risks detailed from time to time in Atlas Holdings' reports filed with the SEC, including quarterly reports on Form 10-Q, current reports on Form 8-K and annual reports on Form 10-K.

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