ATLAS PIPELINE PARTNERS, L.P. ATLAS PIPELINE FINANCE CORPORATION and the Subsidiary Guarantors named herein SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 20, 2012 Trustee
Exhibit 10.2
ATLAS PIPELINE PARTNERS, L.P.
ATLAS PIPELINE FINANCE CORPORATION
and
the Subsidiary Guarantors named herein
6 5/8% SENIOR NOTES DUE 2020
DATED AS OF DECEMBER 20, 2012
U.S. BANK NATIONAL ASSOCIATION,
Trustee
This SUPPLEMENTAL INDENTURE, dated as of December 20, 2012 is among Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Company”), Atlas Pipeline Finance Corporation, a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Subsidiary Guarantors” on the signature page hereto (the “Subsidiary Guarantors”) and U.S. Bank National Association, a national banking association, as Trustee.
RECITALS
WHEREAS, the Issuers, the initial Subsidiary Guarantors and the Trustee entered into an Indenture, dated as of September 28, 2012 (the “Indenture”), pursuant to which the Issuers have issued $500,000,000 in principal amount of 6 5/8% Senior Notes due 2020 (the “Notes”);
WHEREAS, Section 9.01(d) of the Indenture provides that the Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture in order to add Subsidiary Guarantors pursuant to Section 4.13 thereof, without the consent of the Holders of the Notes;
WHEREAS, Section 9.01(a) if the Indenture provides that the Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture in order to cure any ambiguity, defect or inconsistency;
WHEREAS, the Issuers, the Subsidiary Guarantors and the Trustee have jointly identified an ambiguity, defect or inconsistency in the Indenture in the definition of “Permitted Liens”;
WHEREAS, the parties hereto have agreed to amend such definition to cure such defect or inconsistency; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Subsidiary Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;
NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:
ARTICLE 1
Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Subsidiary Guarantors and the Trustee.
ARTICLE 2
Section 1.01. From this date, in accordance with Section 4.13 and by executing this Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.
Section 1.02. The definition of “Permitted Liens” in the Indenture is hereby amended renumbering current clause (15) as clause (16), deleting the word “and” and the end of clause (14), and adding the following: “(15) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by the Company or any Restricted Subsidiary of the Company to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture; and”.
ARTICLE 3
Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.
Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.
Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.
[NEXT PAGE IS SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.
| ATLAS PIPELINE PARTNERS, L.P. | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxx, III | |
| Name: | Xxxxxx X. Xxxxxxxxx, III | |
| Title: | Chief Financial Officer & Chief Accounting Officer | |
| ATLAS PIPELINE FINANCE CORPORATION | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxx, III | |
| Name: | Xxxxxx X. Xxxxxxxxx, III | |
| Title: | Chief Financial Officer | |
| ATLAS PIPELINE OPERATING PARTNERSHIP, L.P. | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| ATLAS PIPELINE MID-CONTINENT HOLDINGS, LLC | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| APL LAUREL MOUNTAIN, LLC | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| ATLAS PIPELINE TENNESSEE, LLC | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxx, III | |
| Name: | Xxxxxx X. Xxxxxxxxx, III | |
| Title: | Chief Financial Officer & Chief Accounting Officer | |
| ATLAS PIPELINE MID-CONTINENT LLC | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| APL XXXXXXX, LLC | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| SLIDER WESTOK GATHERING, LLC | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| ATLAS XXXXXXX, LLC | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| ATLAS XXXXXX DELL, LLC | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxx, III | |
| Name: | Xxxxxx X. Xxxxxxxxx, III | |
| Title: | Chief Financial Officer & Chief Accounting Officer | |
| NOARK ENERGY SERVICES, L.L.C. | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| ATLAS PIPELINE NGL HOLDINGS, LLC | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| ATLAS PIPELINE NGL HOLDINGS II, LLC | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| XXXXX INTRASTATE GAS TRANSMISSION COMPANY, LLC | ||
| By: Atlas Pipeline Mid-Continent LLC, its sole member | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| XXXXX GAS PROCESSING COMPANY, LLC | ||
| By: Atlas Pipeline Mid-Continent LLC, its sole member | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxx, III | |
| Name: | Xxxxxx X. Xxxxxxxxx, III | |
| Title: | Chief Financial Officer & Chief Accounting Officer | |
| PECOS PIPELINE LLC | ||
| By: APL Xxxxxxx, LLC, its sole member | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| TESUQUE PIPELINE, LLC | ||
| By: APL Xxxxxxx, LLC, its sole member | ||
| By: Atlas Pipeline Mid-Continent LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| APL ARKOMA HOLDINGS, LLC | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| APL ARKOMA MIDSTREAM, LLC | ||
| By: APL Arkoma Holdings, LLC | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| APL GAS TREATING LLC | ||
| By: Atlas Pipeline Mid-Continent Holdings, LLC, its sole member | ||
| By: Atlas Pipeline Operating Partnership, L.P., its sole member | ||
| By: Atlas Pipeline Partners GP, LLC, its General Partner | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxx, III | |
| Name: | Xxxxxx X. Xxxxxxxxx, III | |
| Title: | Chief Financial Officer & Chief Accounting Officer | |
| APL ARKOMA, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxx, III | |
| Name: | Xxxxxx X. Xxxxxxxxx, III | |
| Title: | Chief Financial Officer | |
| APL ARKOMA HOLDINGS, LLC. | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxx, III | |
| Name: | Xxxxxx X. Xxxxxxxxx, III | |
| Title: | Chief Financial Officer | |
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Vice President | |
