STATE OF DELAWARE
AMENDMENT TO THE CERTIFICATE OF
LIMITED PARTNERSHIP
OF
ATLAS ENERGY, L.P.
The undersigned, desiring to amend the Certificate of Limited Partnership, as amended, pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
1. The name of the Limited Partnership is: Atlas Energy, L.P.
2. Article 3 of the Certificate of Limited Partnership, as amended, shall be amended as follows:
3. The name and mailing address of the sole general partner are as follows:
Atlas Energy GP, LLC
Park Place Corporate Center One
1000 Commerce Drive, 4th Floor
Pittsburgh, PA 15275-1011
IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 12th day of December, 2011.
ATLAS ENERGY, L.P.
By: Atlas Energy GP, LLC, its general partner
By:/s/ Lisa Washington
Name: Lisa Washington
Title: Vice President, Chief Legal Officer and Secretary