Item 8.01 Other Events.
On July 10, 2009, Atlas Energy Resources, LLC received the requisite consent from its lenders to amend its Credit Agreement, dated as of June 29, 2007, with JPMorgan Chase, N.A., and the other lenders and parties thereto, to permit Atlas Energy's merger with Atlas America, Inc. The material terms of the amendment are:
• The merger with Atlas America will be permitted.

• Restrictions on Atlas Energy's ability to make payments with respect to its equity interests will be revised to permit it to make distributions to Atlas America in an amount equal to the income tax liability at the highest marginal rate attributable to Atlas Energy's net income. In addition, Atlas Energy will be permitted to make distributions to Atlas America of up to $40.0 million per year and, to the extent that it distributes less than that amount in any year, may carry over up to $20.0 million for use in the next year.

• The definition of change of control will be revised to include a change of control of Atlas America.

The amendment will become effective upon consummation of the merger.
A copy of the Third Amendment to the Credit Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

99.1 Third Amendment to Credit Agreement.

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