Since 2003, Mr. Kalamaras has been Director-Energy Leveraged Finance & High Yield for Wells Fargo Securities, LLC (formerly Wachovia Securities, LLC), where he focused on equity and debt capital funding in public and private natural gas master limited partnerships. Before that, from 1999 to 2003, he was an analyst with Banc of America Securities.

In connection with Mr. Kalamaras' appointments described above, Atlas America, Inc. ("ATLS") entered into a letter agreement with Mr. Kalamaras (the "Agreement"), under which he will serve as an at-will employee, with employment to commence on September 14, 2009. The Agreement provides for an annual base salary of $250,000, a one-time cash signing bonus of $80,000 and a one-time award of 50,000 phantom units of the Partnership. These phantom units vest 1/3 per year over 3 years and, upon vesting, entitle Mr. Kalamaras to receive a cash payment equal to the fair market value of the common units of the Partnership. Mr. Kalamaras is also eligible for discretionary annual bonus compensation in an amount not to exceed 100% of his annual base salary and participation in all employee benefit plans in effect during his employment.

The Agreement provides the following regarding termination and termination benefits:

-- ATLS may terminate Mr. Kalmaras' employment for any reason upon 30 days prior written notice, or immediately for cause.

-- Mr. Kalamaras may terminate his employment for any reason upon 60 days prior written notice.

-- Upon termination of employment for any reason, Mr. Kalamaras will receive his accrued but unpaid annual base salary through his date of termination and any accrued and unpaid vacation pay. If Mr. Kalamaras is terminated without cause or because of his death, all of his phantom units will automatically vest and become payable in full.

-- Mr. Kalamaras is also subject to a confidentiality and non-solicitation agreement for 12 months after any termination of employment.