Atlas Pipeline Partners, L.P. Enters Definitive Agreement to Sell Elk City System for $682 Million to Enbridge Energy Partners, L.P.

Transaction will eliminate virtually all senior secured debt and significantly deleverages Atlas Pipeline's balance sheet

Resulting liquidity will allow the Partnership to reinstate distributions to unitholders

Financial flexibility will allow Atlas Pipeline to participate in the sharp growth of its Marcellus Shale gathering venture

2011 EBITDA pro forma for the transaction is anticipated to be between $160 million and $200 million for The Partnership, with expected organic growth providing for 2014 EBITDA of greater than $350 million

Atlas Pipeline to host Conference Call at 11:00 AM ET on Wednesday, July 28, 2010 to discuss the transaction

PHILADELPHIA, Jul 28, 2010 (BUSINESS WIRE) --

Atlas Pipeline Partners, L.P. (NYSE: APL)("APL" or "Atlas Pipeline") announced it has entered into a definitive agreement to sell its Elk City facilities ("Elk City system") to Enbridge Energy Partners, L.P. (NYSE: EEP) ("Enbridge") for $682 million in cash, subject to working capital adjustments. Upon completion of the transaction, Atlas Pipeline will pay-off its $422 million secured term loan and repay approximately $250 million of its revolving credit facility, leaving an anticipated $340 million of liquidity under this line and an outstanding balance of approximately $40 million. The transaction is expected to close in the third or fourth quarter of 2010.

"Over the past several quarters, APL's management team has communicated that it was evaluating strategies that would improve the Partnership's balance sheet, grow its strategic asset base, and allow for the resumption of distributions to our unitholders. We believe this transaction accomplishes all those objectives and provides a balanced approach to debt reduction. The transaction provides significant upside for growth, particularly in our Laurel Mountain Midstream asset in the Marcellus Shale," stated Eugene Dubay, the Partnership's Chief Executive Officer.

"In addition, we have reduced our commercial risk; and positioned our business to capitalize on fresh strategic and accretive growth projects going forward. Further, we will have established a sound financial approach regarding our unit distribution. Based on a successful close of the transaction and our current projections, we expect to resume distributions in the fourth quarter of 2010," added Dubay.

Upon completion of the transaction, and based on current commodity prices, the Partnership believes it can achieve EBITDA between $160 million and $200 million in 2011; or distributable cash flow between $1.80 and $2.60 per unit. Further, based on considerable organic growth opportunities, Atlas Pipeline believes it can significantly grow its EBITDA over the next several years in excess of $350 million in 2014.

Closing of the transaction is subject to traditional closing conditions and adjustments, including clearance compliance under the Hart-Scott-Rodino Act.