1092914--3/10/2006--ATLAS_PIPELINE_PARTNERS

related topics

{gas, price, oil}

{operation, natural, condition}

{acquisition, growth, future}

{interest, director, officer}

{cost, regulation, environmental}

{financial, litigation, operation}

{tax, income, asset}

{operation, international, foreign}

{cost, contract, operation}

{competitive, industry, competition}

{loss, insurance, financial}

{provision, law, control}

Our profitability is affected by the volatility of prices for natural gas and NGL products. The amount of natural gas we transport will decline over time unless we are able to attract new wells to connect to our gathering systems. The success of our Appalachian operations depends upon Atlas America s ability to drill and complete commercial producing wells. The failure of Atlas America to perform its obligations under our natural gas gathering agreements with it may adversely affect our business. The success of our Mid-Continent operations depends upon our ability to continually find and contract for new sources of natural gas supply from unrelated third parties. Our Mid-Continent operations currently depend on certain key producers for their supply of natural gas; the loss of any of these key producers could reduce our revenues. The curtailment of operations at, or closure of, either of our processing plants could harm our business. We may face increased competition in the future in our Mid-Continent service areas. The amount of natural gas we transport, treat or process may be reduced if the public utility and interstate pipelines to which we deliver gas cannot or will not accept the gas. We may be unsuccessful in integrating the operations from our recent acquisitions or any future acquisitions with our operations and in realizing all of the anticipated benefits of these acquisitions. The acquisitions of our Velma, Elk City and NOARK operations have substantially changed our business, making it difficult to evaluate our business based upon our historical financial information. Before acquiring its Velma and Elk City operations, Atlas had no previous experience either in its Mid-Continent service area or in operating natural gas processing plants. Due to our lack of asset diversification, negative developments in our operations would reduce our ability to make distributions to our unitholders. Our construction of new assets may not result in revenue increases and is subject to regulatory, environmental, political, legal and economic risks, which could impair our results of operations and financial condition. If we are unable to obtain new rights-of-way or the cost of renewing existing rights-of-way increases, then we may be unable to fully execute our growth strategy and our cash flows could be reduced. Regulation of our gathering operations could increase our operating costs, decrease our revenues, or both. Ozark Gas Transmission is subject to FERC rate-making policies that could have an adverse impact on our ability to establish rates that would allow us to recover the full cost of operating the pipeline. Ozark Gas Transmission is subject to regulation by FERC in addition to FERC rules and regulations related to the rates it can charge for its services. Compliance with pipeline integrity regulations issued by the United States Department of Transportation and state agencies could result in substantial expenditures for testing, repairs and replacement. Our midstream natural gas operations may incur significant costs and liabilities resulting from a failure to comply with new or existing environmental regulations or a release of hazardous substances into the environment. We may not be able to execute our growth strategy successfully. Limitations on our access to capital or on the market for our common units will impair our ability to execute our growth strategy. Our hedging strategies may fail to protect us and could reduce our gross margin and cash flow. Litigation or governmental regulation relating to environmental protection and operational safety may result in substantial costs and liabilities. We are subject to operating and litigation risks that may not be covered by insurance. The IRS could treat us as a corporation for tax purposes, which would substantially reduce the cash available to us for payment of principal and, in some instances, interest on the notes. Risks Related to Our Ownership Structure Atlas America and its affiliates have conflicts of interest and limited fiduciary responsibilities, which may permit them to favor their own interests to the detriment of our unitholders.

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1092914--3/10/2006--ATLAS_PIPELINE_PARTNERS_LP