Exhibit
      10.31





FIRST
      AMENDMENT TO REVOLVING CREDIT


AND
      TERM
      LOAN AGREEMENT





THIS
      FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "AMENDMENT")
      dated as of October 31, 2005, is entered into by and among ATLAS PIPELINE
      PARTNERS, L.P., a Delaware limited partnership ("BORROWER"); ATLAS PIPELINE
      NEW
      YORK, LLC, a Pennsylvania limited liability company ("APL NEW YORK"); ATLAS
      PIPELINE OHIO, LLC, a Pennsylvania limited liability company ("APL OHIO");
      ATLAS
      PIPELINE PENNSYLVANIA, LLC, a Pennsylvania limited liability company ("APL
      PENNSYLVANIA"); ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., a Delaware limited
      partnership ("APL OPERATING"); ATLAS PIPELINE MID-CONTINENT LLC, a Delaware
      limited liability company ("APL MID-CONTINENT"); ELK CITY OKLAHOMA PIPELINE,
      L.P., a Texas limited partnership ("ELK CITY"); ELK CITY OKLAHOMA GP, LLC,
      a
      Delaware limited liability company ("ELK CITY GP"); and ATLAS ARKANSAS PIPELINE
      LLC, an Oklahoma limited liability company ("ATLAS ARKANSAS"; Atlas Arkansas,
      Elk City GP, Elk City, APL Mid-Continent, APL New York, APL Ohio, APL
      Pennsylvania and APL Operating are collectively referred to herein as the
      "GUARANTORS," and Borrower and Guarantors are collectively referred to herein
      as
      the "OBLIGORS"); each of the lenders party hereto (individually, together with
      its successors and assigns, a "LENDER," and collectively, "LENDERS"); and
      WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders
      (in
      such capacity, together with its successors in such capacity, "ADMINISTRATIVE
      AGENT").





R
      E C I T
      A L S





A.
      Borrower, certain Guarantors, Administrative Agent and the Lenders have entered
      into that certain Revolving Credit and Term Loan Agreement dated as of April
      14,
      2005 (as renewed, extended, amended or restated from time to time, the "CREDIT
      AGREEMENT").





B.
      Borrower has entered into that certain Stock Purchase Agreement (as amended,
      supplemented, restated or otherwise modified prior to the date hereof, the
      "STOCK PURCHASE AGREEMENT") dated of even date herewith, with Enogex Inc.,
      an
      Oklahoma corporation ("ENOGEX"), whereby Borrower will purchase from Enogex
      all
      of the issued and outstanding common stock of Atlas Arkansas (the "SHARES";
      the
      acquisition of the Shares contemplated by the Stock Purchase Agreement is herein
      called the "ATLAS ARKANSAS ACQUISITION").





C.
      In
      order to facilitate the Atlas Arkansas Acquisition, Borrower has requested
      that
      Administrative Agent and the Lenders amend certain provisions of the Credit
      Agreement to, among other things, increase the Aggregate Maximum Revolver
      Amount.





D.
      Administrative Agent and the Lenders have agreed to amend the Credit Agreement
      as so requested, subject to the terms and conditions set forth
      herein.





NOW,
      THEREFORE, in consideration of the foregoing, and intending to be legally bound,
      the parties agree as follows:





SECTION
      1. TERMS DEFINED IN CREDIT AGREEMENT. As used in this Amendment, except as
      may
      otherwise be provided herein, all capitalized terms which are defined in the
      Credit Agreement shall have the same meaning herein as therein, all of such
      terms and their definitions being incorporated herein by reference.





SECTION
      2. AMENDMENTS TO CREDIT AGREEMENT. Subject to the conditions set forth in
      SECTION 3 hereof, the Credit Agreement is hereby amended as
      follows:










(a)
      Section 1.02 of the Credit Agreement (Definitions) is hereby amended as
      follows:





(i)
      The
      definition of "AGGREGATE MAXIMUM REVOLVER AMOUNT" is hereby restated in its
      entirety to read as follows:





"AGGREGATE
      MAXIMUM REVOLVER AMOUNT at any time shall equal the sum of the Maximum Revolver
      Amounts of the Revolver Lenders (Four Hundred Million Dollars ($400,000,000)),
      as the same may be increased pursuant to SECTION 2.11 or reduced pursuant to
      SECTIONS 2.03(a) or 2.07(b)(i)."





(ii)
      The
      definition of "CONSOLIDATED EBITDA" is hereby restated in its entirety to read
      as follows:





"CONSOLIDATED
      EBITDA shall mean, for any trailing twelve-month period, the sum of (i)
      Consolidated Net Income for such period, plus (ii) the following expenses or
      charges to the extent deducted from Consolidated Net Income in such period:
      interest, income taxes, depreciation, depletion, amortization, non-cash
      compensation on long-term incentive plans, and other non-cash charges to
      Consolidated Net Income, minus (iii) non-cash credits to Consolidated Net
      Income, provided, that, the following adjustments shall be made: (a)
      Consolidated EBITDA for each quarter of 2005 shall be calculated after giving
      pro forma effect to the Elk City Acquisition and the adjustments described
      on
      SCHEDULE 1.01 hereto; and (b) the amount of Consolidated EBITDA attributable
      to
      Atlas Arkansas' interest in NOARK shall be (1) for the four fiscal quarters
      ending September 30, 2005, $13,133,000, and (2) for each of the four fiscal
      quarters ending December 31, 2005, March 31, 2006, and June 30, 2006, (A) for
      periods prior to October 31, 2005, Consolidated EBITDA of Atlas Arkansas minus
      Maintenance Capital Expenditures of Atlas Arkansas, and (B) on or after October
      31, 2005, the amount of cash distributions received.





For
      purposes hereof, "MAINTENANCE CAPITAL EXPENDITURES" shall mean without
      duplication for any period, the aggregate of all capital expenditures related
      to
      the Pipeline determined in accordance with GAAP, excluding (a) expenditures
      in
      respect of any transaction or any series of related transactions to acquire
      any
      asset, the acquisition of which is not made to maintain or improve an existing
      asset and (b) expenditures of any proceeds of any insurance, condemnation award
      or other compensation paid or payable in respect of any loss or damage to or
      any
      condemnation or taking of, any capital asset less the reasonable fees, taxes
      and
      expenses paid to collect such proceeds, to rebuild or repair such Pipeline
      equipment or such other asset."





(iii)
      The
      definition of "CONSOLIDATED FUNDED DEBT" is hereby amended by deleting clause
      (vii) thereof in its entirety, and replacing it with the following:





"(vii)
      until March 31, 2006, Consolidated Funded Debt shall be calculated excluding
      debt evidenced by the NOARK Notes; thereafter, to the extent that Atlas
      Arkansas' portion of the NOARK Notes has not been repurchased, such portion
      shall be included in such calculations; SWPL's portion of the NOARK Notes shall
      not be included in such calculations at any time."





(iv)
      The
      definition of "CONSOLIDATED INTEREST EXPENSE" is hereby amended by deleting
      the
      word "and" before clause (iii) thereof, and adding the following clause after
      the word "quarters" at the end of such clause (iii):




2


";
      and
      (iv) until March 31, 2006, Consolidated Interest Expense shall be calculated
      excluding debt evidenced by the NOARK Notes; thereafter, to the extent that
      Atlas Arkansas' portion of the NOARK Notes has not been repurchased, such
      portion shall be included in such calculations; SWPL's portion of the NOARK
      Notes shall be excluded from such calculations; provided, however, such portion
      shall be included in such calculations to the extent Atlas Arkansas or any
      other
      Obligor makes any interest payment with respect to such portion or assumes,
      directly or indirectly, any liability for any interest payment with respect
      to
      such portion"





(v)
      The
      definition of "GUARANTOR" is hereby restated in its entirety to read as
      follows:





"GUARANTOR
      shall mean each Initial Guarantor and each Subsidiary of Borrower hereafter
      formed or acquired, except for the Unrestricted Entities (if any) and NOARK
      (unless and until NOARK becomes a Wholly Owned Subsidiary."





(vi)
      The
      definition of "LC COMMITMENT" is hereby amended by replacing the words "Ten
      Million Dollars ($10,000,000)" therein with the words "Fifty Million Dollars
      ($50,000,000)".





(vii)
      The
      definition of "MASTER NATURAL GAS GATHERING AGREEMENTS" is hereby restated
      in
      its entirety as follows:





"MASTER
      NATURAL GAS GATHERING AGREEMENTS shall mean those agreements listed as ITEMS
      2,
      3, 4, 5 and 6 on SCHEDULE 7.23, as such agreements may be amended, extended,
      renewed or replaced from time to time."





(viii)
      The definition of "PIPELINES" is hereby restated in its entirety as
      follows:





"PIPELINES
      shall mean the natural gas transportation systems and gas gathering systems
      and
      related processing facilities now owned and operated (or in the case of the
      NOARK Pipeline, operated) as private use gathering systems by the Obligors
      located in the states of New York, Ohio, Pennsylvania, Oklahoma, Missouri and
      Texas, and all additions thereto, and such other natural gas gathering systems
      and related processing facilities owned and operated (or in the case of the
      NOARK Pipeline, operated) by the Obligors hereafter."





(b)
      The
      following definitions are hereby added to Section 1.02 of the Credit Agreement
      where alphabetically appropriate:





(i)
      "ATLAS ARKANSAS means Atlas Arkansas Pipeline LLC, an Oklahoma limited liability
      company."





(ii)
      "NOARK means NOARK Pipeline System, Limited Partnership, an Arkansas limited
      partnership."





(iii)
      "NOARK FINANCE means NOARK Pipeline Finance, L.L.C., an Oklahoma limited
      liability company, a wholly-owned subsidiary of NOARK."





(iv)
      "NOARK NOTES means (i) the 7.15% Notes due 2018 issued by NOARK Finance pursuant
      that certain Indenture dated as of June 1, 1998, between NOARK Finance and
      The
      Bank of New York, as trustee, and (ii) the related Loan Agreement dated as
      of
      June 1, 1998, between NOARK, as borrower, and NOARK Finance, as
      lender."




3


(v)
      "NOARK PARTNERSHIP AGREEMENT means that certain Amended and Restated Agreement
      of Limited Partnership of NOARK dated January 12, 1998 (as the same may be
      amended, restated, or otherwise modified from time to time).





(vi)
      "NOARK PIPELINE means the natural gas transportation system and gas gathering
      systems owned by NOARK."





(vii)
      "SWPL means Southwestern Energy Pipeline Company, an Arkansas
      corporation."





(c)
      Section 2.07 of the Credit Agreement (Prepayments) is hereby amended by
      replacing subsections (b) and (c) thereof with the following:





"(b)
      MANDATORY PREPAYMENTS.





(i)
      Borrower shall prepay the Revolver Principal Debt in an amount equal to 100%
      of
      Net Cash Proceeds up to an aggregate amount of One Hundred Seventy-Five Million
      Dollars ($175,000,000), not later than the third Business Day following the
      receipt thereof. The Aggregate Maximum Revolver Amount shall be permanently
      reduced by the amount of each such prepayment made pursuant to this SECTION
      2.07(b)(i).





(ii)
      Thereafter, Borrower shall prepay the Principal Debt in an amount equal to
      Net
      Cash Proceeds required to maintain a Senior Secured Leverage Ratio of 4.00
      to
      1.00 or less, not later than the third Business Day following receipt of such
      Net Cash Proceeds.





(iii)
      Notwithstanding CLAUSES (i) and (ii) above, following mandatory prepayments
      under CLAUSE (i) in an aggregate of One Hundred Million Dollars ($100,000,000)
      of Equity Net Cash Proceeds, the receipt by Borrower of subsequent Equity Net
      Cash Proceeds of up to $40,000,000 shall not trigger a mandatory prepayment
      of
      Principal Debt to the extent such proceeds are used to fund the construction
      of
      the Sweetwater gas plant in Beckham County, Oklahoma, and associated gathering
      and pipeline interconnects.





(c)
      GENERALLY. Prepayments permitted under this SECTION 2.07 shall be without
      premium or penalty, except as required under SECTION 5.05 for prepayment of
      LIBOR Loans. Any voluntary prepayment of the Principal Debt shall be applied
      to
      the Revolver Principal Debt and the Term Loan Principal Debt at the Borrower's
      discretion; provided, that upon any Default or Event of Default, any such
      prepayment shall be allocated pro rata to each Revolver Lender and each Term
      Loan Lender in accordance with its Percentage Share of the Principal Debt.
      Any
      mandatory prepayment of the Principal Debt under CLAUSE (b)(ii) above shall
      be
      applied first against the Term Loan Principal Debt, and the balance, if any,
      shall be applied against the Revolver Principal Debt. With respect to the
      Revolver Loans, any mandatory prepayments made pursuant to CLAUSE (b)(ii) above
      and any voluntary prepayments may be reborrowed subject to the then effective
      Aggregate Maximum Revolver Amount."





(d)
      The
      following is hereby added to the Credit Agreement as SECTION 2.11:





"Section
      2.11 INCREASE IN REVOLVER FACILITY.




4


(a)
      Provided there exists no Default and subject to the conditions set forth under
      CLAUSE (e) below, upon notice to the Administrative Agent (which shall promptly
      notify the Lenders), Borrower may from time to time request an increase in
      the
      aggregate Revolver Commitments under the Revolver Facility; provided, that
      (i)
      the Aggregate Maximum Revolver Amount shall not exceed $475,000,000, and (ii)
      such increase of the Revolver Facility shall be in a minimum amount of
      $25,000,000, or integral multiples of $1,000,000 in excess thereof. At the
      time
      of sending such notice, Borrower (in consultation with the Administrative Agent)
      shall specify the time period within which each Revolver Lender is requested
      to
      respond.





(b)
      Each
      Revolver Lender shall notify the Administrative Agent within such time period
      whether or not it agrees to increase its Revolver Commitment and, if so, whether
      by an amount equal to, greater than, or less than its Percentage Share of such
      requested increase. Any Revolver Lender not responding within such time period
      shall be deemed to have declined to increase its Revolver
      Commitment.





(c)
      The
      Administrative Agent shall notify Borrower of the Revolver Lenders' responses
      to
      the request made hereunder. To achieve the full amount of a requested increase
      and subject to the approval of the Administrative Agent and the Issuing Bank
      (which approvals shall not be unreasonably withheld), Borrower may also invite
      additional Eligible Assignees to become Revolver Lenders pursuant to a joinder
      agreement in form and substance satisfactory to the Administrative Agent and
      its
      counsel.





(d)
      If
      the aggregate Revolver Commitments are increased in accordance with this
      Section, the Administrative Agent and Borrower shall determine the effective
      date (such date, the "INCREASE EFFECTIVE DATE") and the final allocation of
      such
      increase. The Administrative Agent shall promptly (i) notify Borrower of the
      final allocation of such increase in the Revolver Commitment and the Increase
      Effective Date, and (ii) notify each Revolver Lender of its Revolver Commitment
      as of the Increase Effective Date.





(e)
      As a
      condition precedent to such increase, Borrower shall deliver to the
      Administrative Agent a certificate of each Obligor dated as of the Increase
      Effective Date signed by a Responsible Officer of such Obligor (i) certifying
      and attaching the resolutions adopted by such Obligor approving or consenting
      to
      such increase, and (ii) in the case of Borrower, certifying that, before and
      after giving effect to such increase, (A) the representations and warranties
      contained in ARTICLE VII and the other Loan Documents are true and correct
      on
      and as of the Increase Effective Date, except to the extent that such
      representations and warranties specifically refer to an earlier date, in which
      case they are true and correct as of such earlier date, and except that for
      purposes of this SECTION 2.11, the representations and warranties contained
      in
      SECTION 7.02 shall be deemed to refer to the most recent statements furnished
      pursuant to CLAUSES (a) and (b), respectively, of SECTION 8.01, (B) no Default
      exists, (C) no Material Adverse Effect shall have occurred, and (D) the Senior
      Secured Leverage Ratio does not exceed 4.00 to 1.00. To the extent necessary
      to
      keep the outstanding Revolver Loans ratable with any revised Percentage Shares
      of the Revolver Lenders arising from any nonratable increase in the Revolver
      Commitments under this Section, Borrower shall prepay Revolver Loans outstanding
      on the Increase Effective Date and/or Lenders shall make assignments pursuant
      to
      arrangements satisfactory to the Administrative Agent (provided, that in each
      case, Borrower shall pay any additional amounts required pursuant to SECTION
      5.05).


5


(f)
      This
      Section shall supersede any provisions in SECTIONS 4.05 or 12.04 to the
      contrary."





(e)
      Section 4.05(a) of the Credit Agreement (Set-off) is hereby amended by adding
      the following after the word "Subsidiary" therein:





"(except
      for NOARK, unless and until NOARK becomes a Wholly Owned
      Subsidiary)"





(f)
      Section 7.07 of the Credit Agreement (Use of Loans) is hereby amended by
      replacing clause (iii) therein with the following:





"(iii)
      for the development of the Pipeline Properties and the acquisition of Pipeline
      Properties and related assets (or equity interests therein) by the
      Obligors"





(g)
      Section 8.01 of the Credit Agreement (Reporting Requirements) is hereby amended
      by deleting the phrase "and consolidating" each time it appears in subsections
      (a) and (b) thereof.





(h)
      Section 8.01 of the Credit Agreement (Reporting Requirements) is hereby amended
      by replacing subsection (e) thereof with the following:





"(e)
      REGULATORY FILINGS, ETC. Promptly upon its becoming available, (i) each
      financial statement, report, notice or proxy statement sent by the Borrower
      to
      its unitholders generally and each regular or periodic report and any
      registration statement, prospectus or written communication (other than
      transmittal letters) in respect thereof filed by the Borrower with or received
      by the Borrower in connection therewith from any securities exchange or the
      SEC
      or any successor agency; and (ii) each report, notice, request, application,
      or
      other filing or material communication that is filed by the Borrower with or
      received by the Borrower from the Federal Energy Regulatory Commission or any
      successor agency."





(i)
      Section 8.03(c) of the Credit Agreement is hereby amended by adding the
      following sentence at the end thereof:





"Notwithstanding
      the foregoing, for so long as NOARK is not a Wholly-Owned Subsidiary, the
      obligations of Atlas Arkansas under this SECTION 8.03(c) with respect to the
      NOARK Pipeline shall be limited to actions that Atlas Arkansas is required
      to
      take under the NOARK Partnership Agreement."





(j)
      Section 8.07 of the Credit Agreement (Reserve Reports) is hereby restated in
      its
      entirety to read as follows:





"Section
      8.07 [Reserved]"





(k)
      Section 8.09(a) of the Credit Agreement (Lien on Pipeline Properties) is hereby
      amended by adding the following parenthetical at the end of the first sentence
      thereof:





"(except
      with respect to Pipeline Properties of NOARK, unless and until NOARK becomes
      a
      Wholly Owned Subsidiary)"





(l)
      Section 8.09(d) of the Credit Agreement (Subordination of Obligors' Liens)
      is
      hereby amended as follows:


6


(i)
      Subsection (iii) thereof is hereby amended by adding the following parenthetical
      after the words "Pipeline Properties":





"(except
      for such Pipeline Properties that are not Mortgaged Properties)"





(ii)
      Subsection (v) thereof is hereby amended by adding the following parenthetical
      after the word "Pipelines":





"(except
      for the NOARK Pipeline, for so long as such Pipeline is not a Mortgaged
      Property)"





(m)
      Section 8.13 of the Credit Agreement (Guaranties) is hereby amended by replacing
      the phrase "(other than the Unrestricted Entities)" therein with the following
      phrase:





"(other
      than the Unrestricted Entities and other than NOARK, unless and until NOARK
      becomes a Wholly Owned Subsidiary)"





(n)
      The
      following is hereby added to the Credit Agreement as Section 8.15:





"8.15
      NOARK DEBT. Borrower shall not permit Atlas Arkansas to extend, increase, or
      modify any Debt of NOARK existing as of October 31, 2005, or cause, permit,
      or
      approve additional Debt of NOARK after such date, except for Debt of the type
      permitted in Sections 9.01(a), (c), (d) ,(e), (f), (g), (j), and
      (k)."





(o)
      Section 9.01 of the Credit Agreement (Debt) is hereby amended by renaming clause
      (j) thereof as "clause (l)" and replacing clause (i) thereof with the
      following:





"(i)
      Debt
      in an amount not to exceed Two Hundred Seventy-Five Million Dollars
      ($275,000,000) incurred in connection with a senior or subordinated unsecured
      note offering with a maturity date at least one year beyond the maturity of
      the
      Facilities, the documentation for which contains covenants no more restrictive
      than those set forth in this Agreement; and





(j)
      unsecured guarantees of Subsidiary obligations (other than obligations for
      borrowed money); and





(k)
      Debt
      evidenced by the NOARK Notes; and"





(p)
      Section 9.03(i) of the Credit Agreement (Investments, Loans and Advances) is
      hereby amended by replacing the words "Fifteen Million Dollars ($15,000,000)"
      therein with the words "Fifty Million Dollars ($50,000,000)".





(q)
      Section 9.13 of the Credit Agreement is hereby restated in its entirety to
      read
      as follows:





"Section
      9.13 CONSOLIDATED EBITDA TO CONSOLIDATED INTEREST EXPENSE. Borrower will not
      permit the ratio of its Consolidated EBITDA to Consolidated Interest Expense
      as
      of the end of any fiscal quarter of Borrower (calculated quarterly based upon
      the four most recently completed quarters) to be less than:





October
                1, 2005 through March 30, 2006
            2.50
                to 1.00March
                31, 2006 and thereafter
            3.00
                to 1.00"




7


(r)
      Section 9.14 of the Credit Agreement is hereby restated in its entirety to
      read
      as follows:





"Section
      9.14 CONSOLIDATED FUNDED DEBT TO CONSOLIDATED EBITDA. The Borrower will not
      permit the ratio of its Consolidated Funded Debt to Consolidated EBITDA (the
      "LEVERAGE RATIO") as of the end of any fiscal quarter of the Borrower
      (calculated quarterly based upon the four most recently completed quarters,
      and
      including pro forma adjustments acceptable to the Administrative Agent following
      any material acquisition) set forth below to be more than the ratio
      corresponding to such periods:





October
                1, 2005 through March 30, 2006
            6.00
                to 1.00March
                31, 2006 through June 29, 2006
            5.75
                to 1.00June
                30, 2006 and thereafter
            4.50
                to 1.00"





(s)
      Section 9.15 of the Credit Agreement is hereby restated in its entirety to
      read
      as follows:





"Section
      9.15 CONSOLIDATED SENIOR SECURED DEBT TO CONSOLIDATED EBITDA. The Borrower
      will
      not permit the ratio of its Consolidated Senior Secured Debt to Consolidated
      EBITDA (the "SENIOR SECURED LEVERAGE RATIO") as of the end of any fiscal quarter
      of the Borrower (calculated quarterly based upon the four most recently
      completed quarters, and including pro forma adjustments acceptable to the
      Administrative Agent following any material acquisition) set forth below to
      be
      more than the ratio corresponding to such periods:





October
                1, 2005 through March 30, 2006
            6.00
                to 1.00March
                31, 2006 through June 29, 2006
            5.75
                to 1.00June
                30, 2006 through September 29, 2006
            4.50
                to 1.00September
                30, 2006 and thereafter
            4.00
                to 1.00"





(t)
      Section 10.01 of the Credit Agreement (Events of Default) is hereby amended
      by
      adding the following to the end of subsection (b) thereof:





"(iii)
      Any event specified in any note, agreement, indenture or other document
      evidencing or relating to the NOARK Notes shall occur if the effect of such
      event is to cause the holder or holders of such Debt (or a trustee or agent
      on
      behalf of such holder or holders) to cause such Debt in excess of $25,000,000
      to
      become due prior to its stated maturity; or"





(u)
      Subsections (e), (f), and (g) of Section 10.01 of the Credit Agreement are
      hereby amended by adding the words "or NOARK" after the word "Obligor" each
      time
      such word appears in such subsections.





(v)
      Atlas
      Arkansas is hereby added as a "Guarantor" and an "Obligor" under the Credit
      Agreement.





SECTION
      3. AMENDMENT EFFECTIVE DATE. This Amendment shall be binding upon all parties
      to
      the Credit Agreement as of the date (the "AMENDMENT EFFECTIVE DATE") that
      Administrative Agent receives the following (other than (a) Atlas Arkansas'
      organizational documents under CLAUSE (c) below, and (b) the Opinion of Pray,
      Walker, Jackman, Williamson & Marlar, Oklahoma counsel to the Borrower,
      which items are hereby permitted to be delivered after the Amendment Effective
      Date but no later than one Business Day following the acceptance of such
      organizational documents by the Oklahoma Secretary of State, or such later
      date
      as the Administrative Agent may agree):


8


(a)
      sufficient counterparts of this Amendment, executed and delivered to
      Administrative Agent by (i) each Obligor, (ii) Administrative Agent, (iii)
      Issuing Bank, and (iv) each Lender;





(b)
      replacement Revolver Notes, reflecting the Lenders' revised Revolver
      Commitments;





(c)
      From
      each Obligor, such certificates of secretary, assistant secretary, manager,
      or
      general partner, as applicable, as the Administrative Agent may require,
      certifying (i) resolutions authorizing the execution and performance of (A)
      this
      Amendment and the other Loan Documents that such Person is executing in
      connection herewith, and (B) the Stock Purchase Agreement and each other
      agreement, document and instrument executed and delivered by Borrower or any
      other Obligor and any counterparty thereto in connection with the Atlas Arkansas
      Acquisition, as applicable (collectively, the "ATLAS ARKANSAS ACQUISITION
      DOCUMENTS"), (ii) the incumbency and signature of the officer executing such
      documents, and (iii) that there has been no change in such Person's
      organizational documents since April 14, 2005 (or, if there has been a change,
      and in the case of Atlas Arkansas' organizational documents attaching a copy
      thereof);





(d)
      A
      copy of the Atlas Arkansas Acquisition Documents, including without limitation
      the Escrow Agreement pursuant to which Enogex agrees to deposit into an escrow
      or similar account an amount sufficient to repurchase the portion guaranteed
      by
      Enogex of the 7.15% Notes due 2018 issued pursuant that certain Indenture dated
      as of June 1, 1998, between NOARK Pipeline Finance, L.L.C., and The Bank of
      New
      York, as trustee, and all schedules and exhibits to such Atlas Arkansas
      Acquisition Documents (as supplemented or amended prior to the Amendment
      Effective Date), certified by Borrower as true and complete, in form and
      substance reasonably satisfactory to the Co-Lead Arrangers;





(e)
      A
      duly completed compliance certificate, dated as of the Amendment Effective
      Date,
      substantially in the form of Exhibit C to the Credit Agreement, demonstrating
      pro forma compliance with Sections 9.13, 9.14, and 9.15 of the Credit Agreement
      as of the end of the most recent fiscal quarter for which Borrower is required
      to provide financial statements pursuant to Section 8.01 of the Credit
      Agreement, after giving effect to the Atlas Arkansas Acquisition and after
      giving effect to any Indebtedness (including the obligations under the Credit
      Agreement and the other Loan Documents) incurred in connection
      therewith;





(f)
      Such
      financial statements of NOARK Pipeline System, Limited Partnership
      ("NOARK"), as may be reasonably requested by Co-Lead Arrangers;





(g)
      A
      certificate signed by a Responsible Officer of Borrower, dated as of the
      Amendment Effective Date, certifying (a) that the closing of the Atlas Arkansas
      Acquisition is being consummated on such date; (b) additions as applicable
      to
      the Annexes to each Pledge, Assignment, and Security Agreements previously
      executed by the Obligors to reflect ownership of the Shares; (c) revised
      Schedules to the Credit Agreement, as applicable; (d) that after giving effect
      to this Amendment and the revised Schedules to the Credit Agreement and Annexes
      to the Pledge, Assignment, and Security Agreements, both before and after taking
      into account the Atlas Arkansas Acquisition and the funding of Loans on such
      date, the representations and warranties contained in Article VII of the Credit
      Agreement and in the Security Instruments are true and correct in all material
      respects on and as of such date except to the extent such representations and
      warranties relate solely to an earlier date; (e) that after giving effect to
      this Amendment, both before and after giving effect to the Atlas Arkansas
      Acquisition, no Default or Event of Default has occurred and is continuing
      as of
      such date; (f) that since December 31, 2004, there has occurred no "Material
      Adverse Effect" (as such term is defined in the Stock Purchase Agreement) with
      respect to the Borrower; (g) that there is no litigation, investigation or
      proceeding known to and affecting Borrower or any Affiliate of Borrower for
      which Borrower is required to give notice pursuant to Section 8.02 of the Credit
      Agreement; and (h) that there are no actions, suits, investigations or
      proceedings pending or, to the knowledge of Borrower, threatened in any court
      or
      before any arbitrator or governmental authority by or against Borrower, any
      Guarantor, or any of their respective properties, that (i) if adversely
      determined, could reasonably be expected to materially and adversely affect
      Borrower, any Guarantor, or the Mortgaged Property, taken as a whole, or the
      Shares, or (ii) seek to affect or pertain to any transaction contemplated
      hereby, the Atlas Arkansas Acquisition, or the ability of Borrower or any
      Guarantor to perform its obligations under the Loan Documents;


9


(h)
      The
      Security Instruments listed on SCHEDULE 1 hereto, duly completed and executed
      in
      sufficient number of counterparts for recording, if necessary, including
      delivery of any requisite mortgage tax affidavit and payment for applicable
      mortgage tax, if any due; all original certificates of partnership units or
      members' equity, blank stock powers, and Intercompany Notes duly endorsed as
      required under such Security Instruments.





(i)
      A
      Guaranty Agreement executed by Atlas Arkansas in favor of the Administrative
      Agent, for the benefit of the Lenders;





(j)
      A
      certificate of a Responsible Officer of Borrower, dated as of the Amendment
      Effective Date, (a) listing the Material Agreements executed in connection
      with,
      or assumed in connection with, the Atlas Arkansas Acquisition, and (b)
      certifying that Borrower has no knowledge of any material default thereunder
      by
      any party thereto;





(k)
      An
      opinion of counsel to the Obligors (including local counsel) acceptable to
      the
      Co-Lead Arrangers, with respect to the existence of the Obligors, due
      authorization and execution of the Amendment, the Atlas Arkansas Acquisition
      Documents, and the other Loan Documents executed in connection therewith,
      enforceability of the Amendment, the Atlas Arkansas Acquisition Documents,
      and
      such Loan Documents, including without limitation the Security Instruments,
      under the laws of the states wherein the Mortgaged Properties are located,
      and
      other matters incident to the transactions herein contemplated as the Co-Lead
      Arrangers may reasonably request, each in form and substance satisfactory to
      the
      Co-Lead Arrangers;





(l)
      Title
      information as the Co-Lead Arrangers may require setting forth the status of
      title to the Properties (including, without limitation, the Pipeline Properties
      (including title to the Pipelines owned by NOARK)) acceptable to the Co-Lead
      Arrangers;





(m)
      Appropriate UCC search certificates and other evidence satisfactory to the
      Co-Lead Arrangers with respect to the Obligors' Properties reflecting no prior
      Liens, other than Excepted Liens;





(n)
      Environmental assessments and other reports to the extent maintained by the
      Atlas Arkansas or NOARK covering NOARK's Properties, reporting on the current
      environmental condition of such Properties, satisfactory to the Co-Lead
      Arrangers and the Lenders;





(o)
      A
      letter from CT Corporation System, Inc., or other agent acceptable to the
      Administrative Agent, accepting service of process in the State of New York
      on
      behalf of Atlas Arkansas; and





(p)
      such
      other agreements, certificates, documents and evidence of authority as Co-Lead
      Arrangers, any Lender or counsel to the Co-Lead Arrangers may reasonably
      request.





SECTION
      4. REPRESENTATIONS AND WARRANTIES OF OBLIGORS. Each of the Obligors represents
      and warrants to Administrative Agent, Issuing Bank and Lenders, with full
      knowledge that Administrative Agent, Issuing Bank, and Lenders are relying
      on
      the following representations
      and warranties in executing this Amendment, as follows:


10


(a)
      each
      Obligor has the organizational power and authority to execute, deliver and
      perform this Amendment and such other Loan Documents executed in connection
      herewith, and all organizational action on the part of such Person requisite
      for
      the due execution, delivery and performance of this Amendment and such other
      Loan Documents executed in connection herewith has been duly and effectively
      taken;





(b)
      the
      Credit Agreement, as amended by this Amendment, the Loan Documents and each
      and
      every other document executed and delivered in connection with this Amendment
      to
      which any Obligor is a party constitute the legal, valid and binding obligations
      of each Obligor to the extent it is a party thereto, enforceable against such
      Person in accordance with their respective terms;





(c)
      this
      Amendment does not and will not violate any provisions of any of the
      organizational documents of any Obligor, or any contract, agreement, instrument
      or requirement of any Governmental Authority to which any Obligor is subject.
      Obligors' execution of this Amendment will not result in the creation or
      imposition of any lien upon any properties of any Obligor, other than those
      permitted by the Credit Agreement and this Amendment;





(d)
      the
      execution, delivery and performance of this Amendment by Obligors does not
      require the consent or approval of any other Person, including, without
      limitation, any regulatory authority or governmental body of the United States
      of America or any state thereof or any political subdivision of the United
      States of America or any state thereof; and





(e)
      no
      Default exists, and all of the representations and warranties contained in
      the
      Credit Agreement and all instruments and documents executed pursuant thereto
      or
      contemplated thereby are true and correct in all material respects on and as
      of
      this date, other than those which have been disclosed to Administrative Agent,
      Issuing Bank and Lenders in writing.





SECTION
      5. REFERENCE TO AND EFFECT ON THE AGREEMENT.





(a)
      On
      and after the Amendment Effective Date, each reference in the Credit Agreement
      to "this Agreement," "hereunder," "hereof," "herein," or words of like import
      shall mean and be a reference to the Credit Agreement, as amended
      hereby.





(b)
      Except as otherwise expressly provided herein, the Credit Agreement and the
      other Loan Documents are not amended, modified or affected by this Amendment.
      Obligors ratify and confirm that (a) except as expressly amended hereby, all
      of
      the terms, conditions, covenants, representations, warranties and all other
      provisions of the Credit Agreement remain in full force and effect, (b) each
      of
      the other Loan Documents are and remain in full force and effect in accordance
      with their respective terms, and (c) the collateral under the Security
      Instruments is unimpaired by this Amendment.





SECTION
      6. COSTS, EXPENSES AND TAXES. Borrower agrees to pay on demand all reasonable
      costs and expenses of Administrative Agent in connection with the preparation,
      reproduction, execution and delivery of this Amendment, and the other
      instruments and documents to be delivered hereunder, including reasonable
      attorneys' fees and out-of-pocket expenses of Administrative Agent. In addition,
      Borrower shall pay any and all recording and filing fees payable or determined
      to be payable in connection with the execution and delivery, filing or recording
      of this Amendment and the other instruments and documents to be delivered
      hereunder, and agrees to save Administrative Agent harmless from and against
      any
      and all liabilities with respect to or resulting from any delay
      in
      paying or omission to pay such taxes or fees.


11


SECTION
      7. DISCLOSURE OF CLAIMS. As additional consideration to the execution, delivery,
      and performance of this Amendment by the parties hereto and in order to induce
      Administrative Agent, Issuing Bank and Lenders to enter into this Amendment,
      each Obligor represents and warrants that it knows of no defenses, counterclaims
      or rights of setoff to the payment of any Indebtedness.





SECTION
      8. AFFIRMATION OF GUARANTY AGREEMENTS, SECURITY INTEREST.





(a)
      Each
      of the undersigned Guarantors hereby consents to and accepts the terms and
      conditions of this Amendment, and the transactions contemplated hereby, agrees
      to be bound by the terms and conditions hereof, and ratifies and confirms that
      each Guaranty Agreement and each of the other Loan Documents to which it is
      a
      party is, and shall remain, in full force and effect after giving effect to
      this
      Amendment.





(b)
      Obligors hereby confirm and agree that any and all liens, security interest
      and
      other security or collateral now or hereafter held by Administrative Agent
      for
      the benefit of Lenders as security for payment and performance of the
      Obligations hereby under such Security Instruments to which such Obligor is
      a
      party are renewed and carried forth to secure payment and performance of all
      of
      the Obligations. The Security Instruments are and remain legal, valid and
      binding obligations of the parties thereto, enforceable in accordance with
      their
      respective terms.





SECTION
      9. EXISTING REVOLVER LOANS AND LETTERS OF CREDIT The Register located at the
      Principal Office of the Administrative Agent is hereby updated to reflect the
      revised Revolver Commitments of the Revolver Lenders. In connection therewith,
      Borrower, the Administrative Agent, and the Lenders shall make adjustments
      to
      (i) the outstanding principal amount of the Revolver Loans (but not any interest
      accrued thereon prior to the Amendment Effective Date or any accrued commitment
      fees under the Credit Agreement prior to the Amendment Effective Date),
      including the borrowing of additional Revolver Loans (which may include LIBOR
      Loans) and the repayment of Revolver Loans (which may include the prepayment
      or
      conversion of LIBOR Loans) plus all applicable accrued interest, fees and
      expenses as shall be necessary to provide for Revolver Loans by each Revolver
      Lender in the amount of its new Percentage Share of all Revolver Loans as of
      the
      Amendment Effective Date, and (ii) participations in outstanding Letters of
      Credit as of the Amendment Effective Date to provide for each Revolver Lender's
      participation in each outstanding Letter of Credit as of the Amendment Effective
      Date equal to such Revolver Lender's new Percentage Share of the aggregate
      amount available to be drawn under each such Letter of Credit as of the
      Amendment Effective Date. In connection with the foregoing, each Revolver Lender
      shall be deemed to have made an assignment of its outstanding Revolver Loans
      and
      Revolver Commitments under the Credit Agreement, and assumed outstanding
      Revolver Loans and Revolver Commitments of other Revolver Lenders under the
      Credit Agreement, all at the request of the Borrower, as may be necessary to
      effect the foregoing, and each such Lender shall be entitled to any
      reimbursement under Section 5.05 of the Credit Agreement in respect
      thereof.





SECTION
      10. EXECUTION AND COUNTERPARTS. This Amendment may be executed in any number
      of
      counterparts and by different parties hereto in separate counterparts, each
      of
      which when so executed and delivered shall be deemed to be an original and
      all
      of which taken together shall constitute but one and the same instrument.
      Delivery of an executed counterpart of this Amendment by facsimile and other
      Loan Documents shall be equally as effective as delivery of a manually executed
      counterpart of this Amendment and such other Loan Documents.


12


SECTION
      11. GOVERNING LAW. This Amendment shall be governed by and construed in
      accordance with the laws of the State of New York.





SECTION
      12. HEADINGS. Section headings in this Amendment are included herein for
      convenience and reference only and shall not constitute a part of this Amendment
      for any other purpose.





SECTION
      13. NO ORAL AGREEMENTS. THE CREDIT AGREEMENT (AS AMENDED BY THIS AMENDMENT)
      AND
      THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
      AND
      MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
      ORAL
      AGREEMENTS OF THE PARTIES.





THERE
      ARE
      NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.





[THE
      REMAINDER OF THIS PAGE INTENTIONALLY BLANK. SIGNATURE PAGES TO
      FOLLOW.]


13


IN
      WITNESS WHEREOF, the parties have executed this First Amendment to Credit
      Agreement as of the day and year first above written.


BORROWER:ATLAS
                  PIPELINE PARTNERS, L.P.,a
                  Delaware limited partnershipBy:
              Atlas
                  Pipeline Partners GP, LLC, its general partnerBy:Michael
                  L. StainesPresident
                  and Chief Operating OfficerGUARANTORS:ATLAS
                  PIPELINE NEW YORK, LLC,a
                  Pennsylvania limited liability companyBy:
              Atlas
                  Pipeline Operating Partnership, L.P., a Delaware limited partnership
                  and
                  its sole memberBy:
              Atlas
                  Pipeline Partners GP, LLC, a Delaware limited liability company
                  and its
                  sole general partnerBy:Michael
                  L. StainesPresident
                  and Chief Operating OfficerATLAS
                  PIPELINE OHIO, LLC,a
                  Pennsylvania limited liability companyBy:
              Atlas
                  Pipeline Operating Partnership, L.P., a Delaware limited partnership
                  and
                  its sole memberBy:
              Atlas
                  Pipeline Partners GP, LLC, a Delaware limited liability company
                  and its
                  sole general partnerBy:Michael
                  L. StainesPresident
                  and Chief Operating Officer





SIGNATURE
      PAGE TO


FIRST
      AMENDMENT TO REVOLVING CREDIT


AND
      TERM
      LOAN AGREEMENT








ATLAS
                PIPELINE PENNSYLVANIA, LLC,a
                Pennsylvania limited liability companyBy:
            Atlas
                Pipeline Operating Partnership, L.P., a Delaware limited partnership
                and
                its sole memberBy:
            Atlas
                Pipeline Partners GP, LLC, a Delaware limited liability company and
                its
                sole general partnerBy:Michael
                L. StainesPresident
                and Chief Operating OfficerATLAS
                PIPELINE OPERATING PARTNERSHIP, L.P.,a
                Delaware limited partnershipBy:
            Atlas
                Pipeline Partners GP, LLC, a Delaware limited liability company and
                its
                sole general partnerBy:Michael
                L. StainesPresident
                and Chief Operating OfficerATLAS
                PIPELINE MID-CONTINENT LLC,a
                Delaware limited liability companyBy:
            Atlas
                Pipeline Operating Partnership, L.P., a Delaware limited partnership
                and
                its sole memberBy:
            Atlas
                Pipeline Partners GP, LLC, a Delaware limited liability company and
                its
                sole general partnerBy:Michael
                L. StainesPresident
                and Chief Operating Officer





SIGNATURE
      PAGE TO


FIRST
      AMENDMENT TO REVOLVING CREDIT


AND
      TERM
      LOAN AGREEMENT








ELK
                CITY OKLAHOMA PIPELINE, L.P.,a
                Texas limited partnershipBy:
            Elk
                City Oklahoma GP, LLC, a Delaware limited liability companyand its
                sole
                general partnerBy:
            Atlas
                Pipeline Mid-Continent LLC, a Delaware limited liability company
                and its
                sole memberBy:
            Atlas
                Pipeline Operating Partnership, L.P., a Delaware limited partnership
                and
                its sole memberBy:
            Atlas
                Pipeline Partners GP, LLC, a Delaware limited liability company and
                its
                sole general partnerBy:Michael
                L. StainesPresident
                and Chief Operating OfficerELK
                CITY OKLAHOMA GP, LLC,a
                Delaware limited liability companyBy:
            Atlas
                Pipeline Mid-Continent LLC, a Delaware limited liability company
                and its
                sole memberBy:
            Atlas
                Pipeline Operating Partnership, L.P., a Delaware limited partnership
                and
                its sole memberBy:
            Atlas
                Pipeline Partners GP, LLC, a Delaware limited liability company and
                its
                sole general partnerBy:Michael
                L. StainesPresident
                and Chief Operating Officer





SIGNATURE
      PAGE TO


FIRST
      AMENDMENT TO REVOLVING CREDIT


AND
      TERM
      LOAN AGREEMENT








ATLAS
                ARKANSAS PIPELINE LLC,an
                Oklahoma limited liability companyBy:
            Atlas
                Pipeline Mid-Continent LLC, a Delaware limited liability company
                and its
                sole memberBy:
            Atlas
                Pipeline Operating Partnership, L.P., a Delaware limited partnership
                and
                its sole memberBy:
            Atlas
                Pipeline Partners GP, LLC, a Delaware limited liability company and
                its
                sole general partnerBy:Michael
                L. StainesPresident
                and Chief Operating Officer





SIGNATURE
      PAGE TO


FIRST
      AMENDMENT TO REVOLVING CREDIT


AND
      TERM
      LOAN AGREEMENT








ADMINISTRATIVE
                AGENT, ISSUING BANK AND A LENDER:WACHOVIA
                BANK, NATIONAL ASSOCIATIONBy:Name:
                Jay BuckmanTitle:
                Vice President





SIGNATURE
      PAGE TO


FIRST
      AMENDMENT TO REVOLVING CREDIT


AND
      TERM
      LOAN AGREEMENT








LENDERS:BANK
                OF AMERICA, N.A.By:Name:Title:BANK
                OF OKLAHOMA N.A.By:Name:Title:KEYBANK
                NATIONAL ASSOCIATIONBy:Name:Title:WELLS
                FARGO BANK, N.A.By:Name:Title:BNP
                PARIBASBy:Name:Title:NEWCOURT
                CAPITAL USA INC.By:Name:Title:








SIGNATURE
      PAGE TO


FIRST
      AMENDMENT TO REVOLVING CREDIT


AND
      TERM
      LOAN AGREEMENT











COMERICA
                BANKBy:Name:Title:COMPASS
                BANKBy:Name:Title:CITIBANK
                TEXAS, N.A.By:Name:Title:FORTIS
                CAPITAL CORP.By:Name:Title:GUARANTY
                BANKBy:Name:Title:NATIONAL
                CITY BANKBy:Name:Title:NATEXIS
                BANQUES POPULAIRESBy:Name:Title:





SIGNATURE
      PAGE TO


FIRST
      AMENDMENT TO REVOLVING CREDIT


AND
      TERM
      LOAN AGREEMENT







UFJ
                BANK LIMITED, NEW YORK BRANCHBy:Name:Title:WESTLB
                AG, NEW YORK BRANCHBy:Name:Title:By:Name:Title:





SIGNATURE
      PAGE TO


FIRST
      AMENDMENT TO REVOLVING CREDIT


AND
      TERM
      LOAN AGREEMENT





SCHEDULE
      1





Security
      Instruments





1.
            First
                Amendment to Deed of Trust, Mortgage, Security Agreement and Financing
                Statement, dated October 31, 2005, from Atlas Pipeline Mid-Continent
                LLC
                to Wachovia Bank, National Association, Administrative
                Agent.





2.
            First
                Amendment to Open-End Mortgage, Security Agreement and Financing
                Statement, dated October 31, 2005, from Atlas Pipeline New York,
                LLC to
                Wachovia Bank, National Association, Administrative
                Agent.





3.
            First
                Amendment to Open-End Mortgage, Security Agreement and Financing
                Statement, dated October 31, 2005, from Atlas Pipeline Ohio, LLC
                to
                Wachovia Bank, National Association, Administrative
                Agent.





4.
            First
                Amendment to Open-End Mortgage, Security Agreement and Financing
                Statement, dated October 31, 2005, from Atlas Pipeline Pennsylvania,
                LLC
                to Wachovia Bank, National Association, Administrative
                Agent.





5.
            Pledge,
                Assignment and Security Agreement dated October 31, 2005, from Atlas
                Arkansas to Wachovia Bank, National Association, as Administrative
                Agent.