Item 1.01. Entry into a Material Definitive Agreement.

On January 16, 2013, Atlas Resource Partners, L.P. ("ARP") and its wholly-owned subsidiary, Atlas Resource Finance Corporation (collectively with ARP, the "Issuers"), entered into a purchase agreement with the initial purchasers named therein to issue and sell $275 million of their 7.75% Senior Notes due 2021 (the "Notes"). The Notes were offered and sold in a private transaction under Rule 144A and Regulation S of the Securities Act of 1933, as amended, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act.

This summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the agreement, a copy of which is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Purchase Agreement dated as of January 16, 2013

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