FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

Exhibit 10.1

Execution

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

Dated as of June 1, 2009

among

ATLAS PIPELINE HOLDINGS, L.P.,

as the Borrower,

ATLAS PIPELINE PARTNERS GP, LLC,

as a Guarantor,

WACHOVIA BANK, NATIONAL ASSOCIATION,

as the Administrative Agent ,

and

THE LENDERS SIGNATORY HERETO

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (herein called the “ First Amendment ”) dated for reference as of June 1, 2009, among ATLAS PIPELINE HOLDINGS, L.P., a Delaware limited partnership (the “ Borrower ”); ATLAS PIPELINE PARTNERS GP, LLC, a Delaware limited liability company (“ APL General Partner ”); WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”); and binding upon the financial institutions who are from time to time Lenders under the Credit Agreement as described herein, with the consent of the Required Lenders under such Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower has entered into that certain Revolving Credit Agreement dated as of July 26, 2006 (the “ Original Agreement ”), by and among the Borrower, APL General Partner, the Administrative Agent, Wachovia Bank, National Association, as the Issuing Bank, the Lenders (as defined therein) and the Sole Lead Arranger (as defined therein) for the purpose and consideration therein expressed, whereby the Lenders became obligated to make loans and extend credit to the Borrower as therein provided; and

WHEREAS, the Borrower, the Administrative Agent, and the Required Lenders desire to amend the Original Agreement as provided herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement and in consideration of the loans and other credit that may hereafter be extended by the Lenders to the Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I. – Definitions and References

Section 1.1. Terms Defined in the Original Agreement . Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement shall have the same meanings whenever used in this First Amendment. The term the “ Credit Agreement ” shall mean the Original Agreement as amended by this First Amendment.

ARTICLE II. – Amendments to Original Agreement

Section 2.1. Additional Definitions . Article I of the Original Agreement is hereby amended to add the following definitions:

“ AHD Sub Guaranty and Subordination Agreement shall mean that certain guaranty and subordination agreement executed by AHD Sub in the form of Exhibit I to the First Amendment.”

“ Atlas Guaranty and Subordination Agreement shall mean that certain guaranty, subordination and cash collateral agreement executed by Atlas in the form of Exhibit H to the First Amendment.”

“Atlas Subordinated Debt shall mean the unsecured subordinated Debt of the Borrower owing to Atlas in respect of borrowed money evidenced by the note of even date herewith which must (i) be due not earlier than the day after the payment in full of the Indebtedness or, if later, the Termination Date as defined in the Atlas Guaranty and Subordination Agreement, and (ii) be subordinated to the Indebtedness pursuant to the Atlas Guaranty and Subordination Agreement.”

“AHD Sub shall mean Atlas Pipeline Holdings II, LLC, a Delaware limited liability company.

“AHD Sub Subordinated Debt shall mean the unsecured subordinated Debt of the Borrower owing to AHD Sub in respect of borrowed money in the amount of $15,000,000 evidenced by the note of even date herewith which must (i) be due not earlier than the day after the payment in full of the Indebtedness, or, if later, the Termination Date as defined in the AHD Sub Guaranty and Subordination Agreement, and (ii) be subordinated to the Indebtedness pursuant to the AHD Sub Guaranty and Subordination Agreement.”

“AHD Sub Preferred Units shall mean preferred limited liability units of AHD Sub issued to Atlas Pipeline Partners on or prior to the First Amendment Effective Date in a face amount of $15,000,000.”

“Excess Cash shall mean, on any applicable day, the amount of cash of each Obligor plus the balances in deposit accounts of each Obligor plus the balances in other investments, if any, of the type listed in clauses (b) through (e) of Section 9.03 of each Obligor that, in the aggregate, exceed $1,500,000 on such day.”

“First Amendment shall mean the First Amendment to this Agreement dated June 1, 2009.”

“First Amendment Effective Date shall mean the date when the First Amendment shall be effective in accordance with its terms.”

Section 2.2. Deleted Definitions . Article I of the Original Agreement is hereby amended to delete the definitions of “Consolidated EBITDA of the Borrower,” “Consolidated Funded Debt,” and “Leverage Ratio”.

Section 2.3. Amended Definitions .

(a) The definition of “ Applicable Margin” in Article I of the Original Agreement is hereby amended to add the following sentence at the end thereof:

“Notwithstanding the foregoing, from and after the First Amendment Effective Date, Applicable Margin shall mean 0.75% for LIBOR Loans and zero for Base Rate Loans.”

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

(b) The definition of “ Atlas ” in Article I of the Original Agreement is hereby amended to read as follows:

“ Atlas shall mean Atlas America, Inc., a Delaware corporation, which will change its name to “Atlas Energy, Inc.” following the merger of one of its wholly owned subsidiaries with Atlas Energy Resources, LLC.”

(c) The definition of “ Obligor ” in Article I of the Original Agreement is hereby amended to read as follows:

“ Obligor shall mean each Initial Obligor and each additional Person party to a Guaranty Agreement, other than Atlas.”

(d) The definition of “ Special Entity ” in Article I of the Original Agreement is hereby amended to read as follows:

“Special Entity shall mean, with respect to a Person, any joint venture, limited liability company or partnership, general or limited partnership or any other type of partnership or company other than a corporation in which such Person or one or more of its other Subsidiaries is a member, owner, partner or joint venturer and owns, directly or indirectly, at least a majority of the equity of such entity or controls such entity, but excluding any tax partnerships that are not classified as partnerships under state law. For purposes of this definition, any Person which owns directly or indirectly an equity investment in another Person which allows the first Person to manage or elect managers who manage the normal activities of such second Person will be deemed to “ control ” such second Person ( e.g. a sole general partner controls a limited partnership). Unless otherwise specified herein, references to “Special Entity” shall mean a Special Entity of the Borrower.”

(e) The definition of “ Subsidiary ” in Article I of the Original Agreement is hereby amended to read as follows:

“Subsidiary shall mean, with respect to a Person (i) any corporation of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries and (ii) any Special Entity. Unless otherwise specified herein, references to “Subsidiaries” shall mean Subsidiaries of the Borrower. References to Subsidiaries of the Borrower or any Obligor shall include the Unrestricted Entities.”

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

(f) The definition of “ Termination Date ” in Article I of the Original Agreement is hereby amended to read as follows:

“Termination Date shall mean the earlier of (a) April 13, 2010, and (b) the effective date that the Loans and all other amounts payable by the Borrower hereunder and under the Notes shall have become immediately due and payable.”

Section 2.4. Loans and Letters of Credit . Sections 2.01(a) and (b) of the Original Agreement are hereby amended to change all references to “Termination Date” to “First Amendment Effective Date” and to add the following sentence at the end of Section 2.01(a):

“On and after the First Amendment Effective Date, the Revolver Commitment of each Lender to fund additional Loans and the obligation of Issuing Bank to issue additional Letters of Credit shall terminate, and any amount of Loans repaid or prepaid may not be reborrowed.”

Section 2.5. Repayment of Loans . Section 3.01 of the Original Agreement is hereby amended in its entirety to read as follows:

“ Section 3.01 Repayment of Loans .

“(a) Loans . The Borrower shall repay to the Lenders the aggregate principal amount of all Loans outstanding on the following dates in the respective amounts set forth opposite such dates:

The final installment in the amount of the remaining unpaid principal amount of the Loans shall be repaid on the Termination Date.

“(b) Excess Cash . On the last Business Day of each calendar month and on a day specified in the last sentence of Section 9.05, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of Excess Cash, which shall be applied to prepay the Loans pursuant to this Section 3.01 (such prepayments to be applied to the remaining principal installments under Section 3.01(a) in order of maturity).

“(c) Generally . The Borrower will pay to the Administrative Agent, for the account of each Lender, the principal payments required by this Section 3.01 . ”

Section 2.6. Interest The last sentence of Section 3.02(c) is hereby amended to read as follows:

“Any accrued and unpaid interest on the Loans on the Termination Date shall be paid on such date.”

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

Section 2.7. Debt . Clauses (d) and (e) of Section 9.01 of the Original Agreement are hereby deleted and each is replaced with “intentionally omitted”; clause (g) of Section 9.01 of the Original Agreement is hereby amended to add after the words “Intercompany Debt” the words “arising in the ordinary course of business”; and clause (j) of Section 9.01 of the Original Agreement is hereby added as follows:

“(j) Atlas Subordinated Debt and AHD Sub Subordinated Debt.”

Section 2.8. Liens . Section 9.02 is hereby amended to add the word “or” after clause (a), putting a period after clause (b) and deleting clauses (c) through (f).

Section 2.9. Investments Loans and Advances . Section 9.03 is hereby amended to replace clauses (i) and (j) with the following:

“(i) general partner contributions of APL General Partner to Atlas Pipeline Partners required by Atlas Pipeline Partners’ limited partnership agreement; or

(j) investments disclosed on Schedule 7.13 to the First Amendment.”

Section 2.10. Dividends, Distributions and Redemptions . Section 9.04 of the Original Agreement is hereby amended in its entirety to read as follows:

“ Section 9.04 Dividends, Distributions and Redemptions; Debt Repayments . No Obligor will declare or pay any dividend, distribution or other payment on, nor purchase, redeem or otherwise acquire for value, any equity interests of the Borrower now or hereafter outstanding, return any capital to the holder of any equity interests of the Borrower or make any distribution of its assets to the holder of any equity interests of the Borrower. No Obligor will make any payment in cash or Property in respect of the principal, interest, fees or other amount in respect of the Atlas Subordinated Debt, other than the accrual and capitalization of unpaid interest or payment in kind with other Atlas Subordinated Debt. Notwithstanding the foregoing, so long as no Default has occurred and is continuing or would occur as a result thereof (i) the Borrower may make payment of the AHD Sub Subordinated Debt in an amount not greater than the amount of any distributions or return of capital received in cash by the Borrower in respect of the preferred units of Atlas Pipeline Partners held by the Borrower and (ii) AHD Sub may make a distribution on the AHD Sub Preferred Units to Atlas Pipeline Partners in an amount not greater than such payment on the AHD Sub Subordinated Debt permitted by the immediately preceding clause (i).

Section 2.11. Dispositions; Sales and Leasebacks . Section 9.05 of the Original Agreement is hereby amended to add the following sentence at the end thereof:

Notwithstanding the foregoing, so long as no Default has occurred which is continuing on the day of such sale, Borrower may sell some or all common limited partnership units in Atlas Pipeline Partners at fair market value consisting entirely of cash, so long as 100% of the proceeds of such sale (after deduction of the direct costs of such sale) are applied on the day of the receipt of the proceed of such sale (a) to prepay the next principal installment due under Section 3.01(a) that comes due on or after such day, and then (b) to

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

the extent that the principal installment referred to in clause (a) has been paid in full, if Excess Cash exists on such day after giving effect to the receipt of the proceeds of such sale, to prepay the Loans pursuant to Section 3.01(b) on such day, and then (c) the balance may be used for working capital purposes of Borrower, subject to any subsequent requirement to prepay the Loans with Excess Cash pursuant to Section 3.01(b).

Section 2.12. Hedging Agreements . Section 9.07 of the Original Agreement is hereby amended in its entirety to read as follows:

“Section 9.07 Hedging Agreements . Obligors shall not enter into or in any manner be liable on any Hedging Agreement other than any Hedging Agreement that is in effect on the First Amendment Effective Date.”

Section 2.13. Limitation on Leases . Section 9.08 of the Original Agreement is hereby amended in its entity to read as follows:

“Section 9.08 Limitation on Leases . None of the Obligors will create, incur, assume or permit to exist any obligation for the payment of rent or hire of Property of any kind whatsoever, real or personal, including capital leases, other than in respect of leases in effect of the First Amendment Effective Date.”

Section 2.14. Interest Expense Coverage Ratio . Section 9.13 of the Original Agreement is hereby deleted.

Section 2.15. Combined Leverage Ratio . Section 9.14 of the Original Agreement is hereby deleted.

Section 2.16. Leverage Ratio . Section 9.15 of the Original Agreement is hereby deleted.

Section 2.17. Transactions with Affiliates . Section 9.17 of the Original Agreement is hereby amended to add the following after the words “ Schedule 7.21 ”:

“, Debt evidenced by the Atlas Subordinated Debt and the AHD Sub Subordinated Debt, and the issuance of the AHD Sub Preferred Units and equity interests disclosed on Schedule 7.13 to the First Amendment”

Section 2.18. Expenditures; Change in Business . The Original Agreement is hereby amended to add the following section 9.22:

“ Section 9.22 Expenditures; Change in Business. No Obligor will incur or pay operating expenses except to the extent incurred and paid in the ordinary course of business nor will any Obligor incur or pay capital expenditures. No Obligor will engage directly or indirectly in any business or conduct any operations except the business and ope