ATN Audit Com Charter 12 06

AUDIT COMMITTEE CHARTER ATLAS ENERGY RESOURCES, LLC MISSION STATEMENT The Audit Committee is appointed by the Board of Directors (the “Board”) to assist the Board in fulfilling its oversight duties and in this capacity: • Is responsible for appointing the Company’s independent auditors and exercising oversight thereof; • Is delegated the authority to engage advisors as needed; • Shall monitor the integrity and ensure the transparency of the Company’s financial reporting processes and systems of internal controls regarding finance, accounting and regulatory compliance; • Shall ensure the independence and monitor the performance of the Company’s independent auditors and internal auditing department; • Shall provide an avenue of communication among the independent auditors, management, the internal auditing department and the Board; and To effectively perform his or her role, each Committee member will obtain an understanding of the responsibilities of Audit Committee membership. COMMITTEE COMPOSITION The Audit Committee and its members shall meet all applicable requirements of the securities exchange on which the corporation is listed, or shall have received an exemption therefrom. The Audit Committee will consist of at least three members of the Board, appointed by the Board. Each committee member will be both independent and financially literate. At least one member shall be designated as the “financial expert,” as defined by ...