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United States
Securities and Exchange Commission
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-52168
 ATLAS AMERICA PUBLIC #15-2006 (B) L.P.
  Delaware
    
    20-3208390(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)Westpointe Corporate Center One1550 Coraopolis Heights Rd. 2nd FloorMoon Township, PA
    
    15108(Address of principal executive offices)
    
    (zip code)
 (412) 262-2830
 þ o
 Yes o No þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ
 o þ




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##### 



ATLAS AMERICA PUBLIC #15-2006 (B) L.P.
(A Delaware Limited Partnership)
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
 PAGEPART I. FINANCIAL INFORMATIONItem 1: Financial StatementsBalance Sheets as of March 31, 2010 and December 31, 2009
    
    
    3Statements of Operations for the Three Months ended March 31, 2010 and 2009
    
    
    4Statement of Changes in Partners Capital for the Three Months ended March 31, 2010
    
    
    5Statements of Cash Flows for the Three Months ended March 31, 2010 and 2009
    
    
    6Notes to Financial Statements
    
    
    7-16Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16-19Item 4: Controls and Procedures
    
    
    19PART II. OTHER INFORMATIONItem 1: Legal Proceedings
    
    
    20Item 6: Exhibits
    
    
    20SIGNATURES
    
    
    21CERTIFICATIONSExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
 
 BALANCE SHEETS
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    794,400
    
    
    $
    728,600Accounts receivable-affiliate
    
    
    2,376,600
    
    
    
    2,881,200Short-term hedge receivable due from affiliate
    
    
    3,082,900
    
    
    
    1,896,500Total current assets
    
    
    6,253,900
    
    
    
    5,506,300Oil and gas properties, net
    
    
    44,831,700
    
    
    
    46,184,800Long-term hedge receivable due from affiliate
    
    
    2,795,500
    
    
    
    1,560,900$
    53,881,100
    
    
    $
    53,252,000LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accrued liabilities
    
    $
    102,000
    
    
    $
    111,500Short-term hedge liability due to affiliate
    
    
    18,300
    
    
    
    22,900Total current liabilities
    
    
    120,300
    
    
    
    134,400Asset retirement obligation
    
    
    5,227,000
    
    
    
    5,149,700Long-term hedge liability due to affiliate
    
    
    571,500
    
    
    
    236,400Partners capital:Managing general partner
    
    
    11,482,800
    
    
    
    12,081,600Limited partners (14,772.60 units)
    
    
    33,253,100
    
    
    
    34,752,000Accumulated other comprehensive income
    
    
    3,226,400
    
    
    
    897,900Total partners capital
    
    
    47,962,300
    
    
    
    47,731,500$
    53,881,100
    
    
    $
    53,252,000
   3




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ATLAS AMERICA PUBLIC #15-2006 (B) L.P.
 
 STATEMENTS OF NET OPERATIONS
 (Unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009REVENUESNatural gas and oil
    
    $
    2,807,200
    
    
    $
    3,558,500Interest income
    
    
    200
    
    
    
    500Total revenues
    
    
    2,807,400
    
    
    
    3,559,000COSTS AND EXPENSESProduction
    
    
    1,036,600
    
    
    
    1,379,200Depletion
    
    
    1,361,200
    
    
    
    1,157,500Accretion of asset retirement obligation
    
    
    77,300
    
    
    
    66,900General and administrative
    
    
    125,700
    
    
    
    126,100Total expenses
    
    
    2,600,800
    
    
    
    2,729,700Net earnings
    
    $
    206,600
    
    
    $
    829,300Allocation of net (loss) earnings:Managing general partner
    
    $
    275,500
    
    
    $
    471,100Limited partners
    
    $
    (68,900
    )
    
    $
    358,200Net (loss) earnings per limited partnership unit
    
    $
    (5
    )
    
    $
    24
   4




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ATLAS AMERICA PUBLIC #15-2006 (B) L.P.
 
 STATEMENT OF CHANGES IN PARTNERS CAPITAL
 FOR THE THREE MONTHS ENDED
 March 31, 2010
 (Unaudited)
 AccumulatedManaging
    
    
    
    
    
    
    OtherGeneral
    
    
    Limited
    
    
    ComprehensivePartner
    
    
    Partners
    
    
    Income
    
    
    TotalBalance at January 1, 2010
    
    $
    12,081,600
    
    
    $
    34,752,000
    
    
    $
    897,900
    
    
    $
    47,731,500Participation in revenues and expenses:Net production revenues
    
    
    588,700
    
    
    
    1,181,900
    
    
    
    
    
    
    
    1,770,600Interest income
    
    
    100
    
    
    
    100
    
    
    
    
    
    
    
    200Depletion
    
    
    (245,800
    )
    
    
    (1,115,400
    )
    
    
    
    
    
    
    (1,361,200
    )General and administrative
    
    
    (41,800
    )
    
    
    (83,900
    )
    
    
    
    
    
    
    (125,700
    )Accretion of asset retirement obligation
    
    
    (25,700
    )
    
    
    (51,600
    )
    
    
    
    
    
    
    (77,300
    )Net earnings (loss)
    
    
    275,500
    
    
    
    (68,900
    )
    
    
    
    
    
    
    206,600Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    2,328,500
    
    
    
    2,328,500Subordination
    
    
    (378,500
    )
    
    
    378,500
    
    
    
    
    
    
    
    Asset contributions
    
    
    9,200
    
    
    
    
    
    
    
    
    
    
    
    9,200Distributions to partners
    
    
    (505,000
    )
    
    
    (1,808,500
    )
    
    
    
    
    
    
    (2,313,500
    )Balance at March 31, 2010
    
    $
    11,482,800
    
    
    $
    33,253,100
    
    
    $
    3,226,400
    
    
    $
    47,962,300
   5




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
 
 STATEMENTS OF CASH FLOWS
 (Unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009Cash flows from operating activities:Net earnings
    
    $
    206,600
    
    
    $
    829,300Adjustments to reconcile net earnings to net cash provided by
operating activities:Depletion
    
    
    1,361,200
    
    
    
    1,157,500Non-cash loss on derivative value
    
    
    238,000
    
    
    
    1,077,900Accretion of asset retirement obligation
    
    
    77,300
    
    
    
    66,900Decrease in accounts receivable  affiliate
    
    
    504,600
    
    
    
    1,302,700Decrease in accrued liabilities
    
    
    (9,500
    )
    
    
    (3,500
    )Net cash provided by operating activities
    
    
    2,378,200
    
    
    
    4,430,800Cash flows from investing activities:Sale of equipment
    
    
    1,100
    
    
    
    136,800Net cash provided by investing activities
    
    
    1,100
    
    
    
    136,800Cash flows from financing activities:Distributions to partners
    
    
    (2,313,500
    )
    
    
    (4,584,500
    )Net cash used in financing activities
    
    
    (2,313,500
    )
    
    
    (4,584,500
    )Net (decrease) increase in cash and cash equivalents
    
    
    65,800
    
    
    
    (16,900
    )Cash and cash equivalents at beginning of period
    
    
    728,600
    
    
    
    1,405,200Cash and cash equivalents at end of period
    
    $
    794,400
    
    
    $
    1,388,300Supplemental schedule of non-cash investing and financing activities:Assets contributed by managing general partner:Tangible equipment
    
    $
    
    
    
    $
    83,200Intangible drilling costs
    
    
    9,200
    
    
    
    25,100$
    9,200
    
    
    $
    108,300
   6




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
 
 NOTES TO FINANCIAL STATEMENTS
 March 31, 2010
 (Unaudited)
 NOTE 1  DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
    NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Use of Estimates
    7




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Accounts Receivable and Allowance for Possible Losses
  Revenue Recognition
   Impairment of Long-Lived Assets
    8




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Impairment of Long-Lived Assets (Continued)
  Working Interest
  Oil and Gas Properties
  March 31,
    
    
    December 31,2010
    
    
    2009Natural gas and oil properties:Proved properties:Leasehold interests
    
    $
    4,196,500
    
    
    $
    4,196,500Wells and related equipment
    
    
    183,422,500
    
    
    
    183,414,400187,619,000
    
    
    
    187,610,900Accumulated depletion
    
    
    (142,787,300
    )
    
    
    (141,426,100
    )$
    44,831,700
    
    
    $
    46,184,800
  9




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Oil and Gas Properties (Continued)
   Recently Adopted Accounting Standards
  NOTE 3  TRANSACTIONS WITH ATLAS RESOURCES, LLC AND ITS AFFILIATES
  
    
    Administrative costs which are included in general and administrative expenses in the
Partnerships Statements of Operations are payable at $75 per well per month.
Administrative costs incurred for the three months ended March 31, 2010 and 2009 were
$103,900 and $106,100, respectively.
 
    
    Monthly well supervision fees which are included in production expenses in the
Partnerships Statements of Operations are payable at $296 per well per month in 2010
and 2009 respectively, for operating and maintaining the wells. Well supervision fees
incurred for the three months ended March 31, 2010 and 2009 were $410,400 and $419,400,
respectively.
 
    
    Transportation fees which are included in production expenses in the Partnerships
Statements of Operations are generally at 13% of the natural gas sales price.
Transportation fees incurred for the three months ended March 31, 2010 and 2009 were
$351,200 and $529,100, respectively.
 
    
    Assets contributed from the MGP which are disclosed on the Partnerships Statements
of Cash Flows as a non-cash activity of the three months ended March 31, 2010 and 2009
were $9,200 and $108,300, respectively.
  10




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 3  TRANSACTIONS WITH ATLAS RESOURCES, LLC AND ITS AFFILIATES (Continued)
  Subordination by Managing General Partner
  NOTE 4  COMPREHENSIVE INCOME (LOSS)
  Three Months EndedMarch 31,2010
    
    
    2009Net earnings
    
    $
    206,600
    
    
    $
    829,300Other comprehensive income (loss):Unrealized holding gains (losses) on hedging contracts
    
    
    2,923,700
    
    
    
    (1,084,100
    )Less: reclassification adjustment for (gains) losses realized in net earnings
    
    
    (595,200
    )
    
    
    63,300Total other comprehensive income (loss)
    
    
    2,328,500
    
    
    
    (1,020,800
    )Comprehensive income (loss)
    
    $
    2,535,100
    
    
    $
    (191,500
    )
 NOTE 5  DERIVATIVE INSTRUMENTS
   11




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 5  DERIVATIVE INSTRUMENTS (Continued)
  Fair Value of Derivative Instruments:
 Asset Derivatives
    
    
    Liability DerivativesDerivatives in
    
    
    
    Fair Value
    
    
    
    
    Fair ValueCash Flow
    
    Balance Sheet
    
    March 31,
    
    
    December 31,
    
    
    Balance Sheet
    
    March 31,
    
    
    December 31,Hedging Relationships
    
    Location
    
    2010
    
    
    2009
    
    
    Location
    
    2010
    
    
    2009Commodity contracts:
    
    Current assets
    
    $
    3,082,900
    
    
    $
    1,896,500
    
    
    Current liabilities
    
    $
    (18,300
    )
    
    $
    (22,900
    )Long-term assets
    
    
    2,795,500
    
    
    
    1,560,900
    
    
    Long-term liabilities
    
    
    (571,500
    )
    
    
    (236,400
    )Total derivatives
    
    
    
    $
    5,878,400
    
    
    $
    3,457,400
    
    
    
    
    $
    (589,800
    )
    
    $
    (259,300
    )
 Effects of Derivative Instruments on Statements of Operations:
 Gain/(Loss)
    
    
    
    
    Gain/(Loss)Recognized in OCI on Derivative
    
    
    
    
    Reclassified from OCI into Income(Effective Portion)
    
    
    Location of Gain/(Loss)
    
    (Effective Portion)Derivatives in
    
    Three Months Ended
    
    
    Reclassified from Accumulated
    
    Three Months EndedCash Flow
    
    March 31,
    
    
    March 31,
    
    
    OCI into Income
    
    March 31,
    
    
    March 31,Hedging Relationship
    
    2010
    
    
    2009
    
    
    (Effective Portion)
    
    2010
    
    
    2009Commodity contracts
    
    $
    2,923,700
    
    
    $
    (1,084,100
    )
    
    Natural gas and oil revenue
    
    $
    595,200
    
    
    $
    (63,300
    )
   12




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 5  DERIVATIVE INSTRUMENTS (Continued)
   Natural Gas Fixed Price Swaps
 Production
    
    
    
    
    
    AveragePeriod Ending
    
    Volumes
    
    
    Fixed Price
    
    
    Fair ValueDecember 31,
    
    (MMbtu)(1)
    
    
    (per MMbtu)(1)
    
    
    Asset(2)2010
    
    
    796,200
    
    
    $
    7.35
    
    
    $
    2,436,6002011
    
    
    593,900
    
    
    
    6.69
    
    
    
    1,001,0002012
    
    
    428,000
    
    
    
    6.85
    
    
    
    638,2002013
    
    
    267,600
    
    
    
    6.82
    
    
    
    236,800$
    4,312,600
 Natural Gas Costless Collars
 Production
    
    
    
    
    
    
    
    AveragePeriod Ending
    
    Option
    
    Volumes
    
    
    Floor & Cap
    
    
    Fair ValueDecember 31,
    
    Type
    
    (MMbtu)(1)
    
    
    (per MMbtu)(1)
    
    
    Asset(2)2010
    
    Puts purchased
    
    
    55,900
    
    
    $
    7.84
    
    
    $
    231,2002010
    
    Calls sold
    
    
    55,900
    
    
    
    9.01
    
    
    
    2011
    
    Puts purchased
    
    
    299,200
    
    
    
    6.20
    
    
    
    457,7002011
    
    Calls sold
    
    
    299,200
    
    
    
    7.28
    
    
    
    2012
    
    Puts purchased
    
    
    187,800
    
    
    
    6.22
    
    
    
    160,8002012
    
    Calls sold
    
    
    187,800
    
    
    
    7.31
    
    
    
    2013
    
    Puts purchased
    
    
    227,300
    
    
    
    6.23
    
    
    
    116,9002013
    
    Calls sold
    
    
    227,300
    
    
    
    7.39
    
    
    
    $
    966,600
  13




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 5  DERIVATIVE INSTRUMENTS (Continued)
 Crude Oil Fixed Price Swaps
 Production
    
    
    
    
    
    AveragePeriod Ending
    
    Volumes
    
    
    Fixed Price
    
    
    Fair ValueDecember 31,
    
    (Bbl)(1)
    
    
    (per Bbl)(1)
    
    
    Asset(3)2010
    
    
    500
    
    
    $
    97.22
    
    
    $
    5,9002011
    
    
    500
    
    
    
    77.46
    
    
    
    1,0002012
    
    
    300
    
    
    
    76.86
    
    
    
    4002013
    
    
    100
    
    
    
    77.36
    
    
    
    100$
    7,400
 Crude Oil Costless Collars
 Production
    
    
    
    
    
    
    
    AveragePeriod Ending
    
    Option
    
    Volumes
    
    
    Floor & Cap
    
    
    Fair ValueDecember 31,
    
    Type
    
    (Bbl)(1)
    
    
    (per Bbl)(1)
    
    
    Asset(3)2010
    
    Puts purchased
    
    
    300
    
    
    $
    85.00
    
    
    $
    1,4002010
    
    Calls sold
    
    
    300
    
    
    
    112.55
    
    
    
    2011
    
    Puts purchased
    
    
    300
    
    
    
    67.22
    
    
    
    3002011
    
    Calls sold
    
    
    300
    
    
    
    89.44
    
    
    
    2012
    
    Puts purchased
    
    
    200
    
    
    
    65.51
    
    
    
    2002012
    
    Calls sold
    
    
    200
    
    
    
    91.45
    
    
    
    2013
    
    Puts purchased
    
    
    100
    
    
    
    65.36
    
    
    
    1002013
    
    Calls sold
    
    
    100
    
    
    
    93.44
    
    
    
    $
    2,000Total Net Asset
    
    $
    5,288,600
 
 (1)
    
    MMBTU represents million British Thermal Units. Bbl represents barrels.(2)
    
    Fair value based on forward NYMEX natural gas prices as applicable.(3)
    
    Fair value based on forward WTI crude oil prices as applicable. NOTE 6  FAIR VALUE OF FINANCIAL INSTRUMENTS
  Level 1 
 Level 2 
  14




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 6  FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
 Level 3 
 Assets and Liabilities Measured at Fair Value on a Recurring Basis
  March 31, 2010
    
    
    December 31, 2009Level 2
    
    
    Total
    
    
    Level 2
    
    
    TotalCommodity-based derivatives
    
    $
    5,288,600
    
    
    $
    5,288,600
    
    
    $
    3,198,100
    
    
    $
    3,198,100Total
    
    $
    5,288,600
    
    
    $
    5,288,600
    
    
    $
    3,198,100
    
    
    $
    3,198,100
 Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
   NOTE 7  ASSET RETIREMENT OBLIGATION
    15




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 7  ASSET RETIREMENT OBLIGATION (Continued)
  Three Months EndedMarch 31,2010
    
    
    2009Asset retirement obligation at beginning of period
    
    $
    5,149,700
    
    
    $
    4,458,800Accretion expense
    
    
    77,300
    
    
    
    66,900Asset retirement obligation at end of period
    
    $
    5,227,000
    
    
    $
    4,525,700
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (UNAUDITED)
 Forward-Looking Statements
 When used in this Form 10-Q , the words believes, anticipates, expects and similar
expressions are intended to identify forward-looking statements. These risks and uncertainties
could cause actual results to differ materially from the results stated or implied in this
document. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. We undertake no obligation to publicly release the results
of any revisions to forward-looking statements which we may make to reflect events or circumstances
after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.
  General
     16




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Results of Operations
  Three Months EndedMarch 31,2010
    
    
    2009Production revenues (in thousands):Gas
    
    $
    2,743
    
    
    $
    3,489Oil
    
    
    64
    
    
    
    70Total
    
    $
    2,807
    
    
    $
    3,559Production volumes:Gas (mcf/day) (1)
    
    
    5,175
    
    
    
    5,466Oil (bbls/day) (1)
    
    
    11
    
    
    
    14Total (mcfe/day) (1)
    
    
    5,241
    
    
    
    5,550Average sales prices:(2)Gas (per mcf) (1) (3)
    
    $
    6.38
    
    
    $
    9.24Oil (per bbl) (1) (4)
    
    $
    71.63
    
    
    $
    68.20Average production costs:As a percent of revenues
    
    
    37
    %
    
    
    39
    %Per mcfe (1)
    
    $
    2.20
    
    
    $
    2.76Depletion per mcfe
    
    $
    2.89
    
    
    $
    2.32
 
 (1)
    
    Mcf represents thousand cubic feet, mcfe represents thousand cubic feet
equivalent, and bbls represents barrels. Bbls are converted to mcfe using the ratio
of six mcfs to one bbl.(2)
    
    Average sales prices represent accrual basis pricing after reversing the effect
of previously recognized gains resulting from prior period impairment charges.(3)
    
    Average gas prices are calculated by including in total revenue derivative gains
previously recognized into income and dividing by the total volume for the period.
Previously recognized derivative gains were $229,800 and $1,058,500 for the three
months ended March 31, 2010 and 2009, respectively. The derivative gains are included
in other comprehensive income and resulted from prior period impairment charges.(4)
    
    Average oil prices are calculated by including in total revenue derivative gains
previously recognized into income and dividing by the total volume for the period.
Previously recognized derivative gains were $8,200 and $19,400 for the three months
ended March 31, 2010 and 2009, respectively. The derivative gains are included in other
comprehensive income and resulted from prior period impairment charges. Natural Gas Revenues.
  17




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##### Table of Contents



Oil Revenues.
 Expenses.
   Liquidity and Capital Resources
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##### Table of Contents



Critical Accounting Policies
  Subordination by Managing General Partner
  
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
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PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
   
 ITEM 6. EXHIBITS
 
 EXHIBIT INDEX
 Exhibit No.
    
    Description4.0
    
    
    Amended and Restated Certificate and Agreement of Limited Partnership for Public #15-2006 (B) L.P. (1)10.1
    
    
    Drilling and Operating Agreement for Atlas America Public #15-2006 (B) L.P. (1)31.1
    
    
    Certification Pursuant to Rule 13a-14/15(d)-1431.2
    
    
    Certification Pursuant to Rule 13a-14/15(d)-1432.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 200232.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
 
 (1)
    
    Filed on April 17, 2006 in the Form S-1 Registration Statement dated April 17, 2006, File No. 000-52168  20




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SIGNATURES
   Atlas Resources, LLC, Managing General PartnerDate: May 17, 2010
    
    By:
    
    /s/ Freddie M. KotekFreddie M. Kotek, Chairman of the Board of Directors,Chief Executive Officer and President
  Date: May 17, 2010
    
    By:
    
    /s/ Freddie M. Kotek

Freddie M. Kotek, Chairman of the Board of Directors,Chief Executive Officer and PresidentDate: May 17, 2010
    
    By:
    
    /s/ Matthew A. Jones

Matthew A. Jones, Chief Financial OfficerDate: May 17, 2010
    
    By:
    
    /s/ Sean P. McGrath

Sean P. McGrath, Chief Accounting Officer
  21